Partner Locked Me Out Of Everything And Sent A "breach" Letter To Force A Buyout. Ownership Auto-shifts To 50/50 Soon. Do I Have Any Rights?
Throwaway. Two-person LLC. I own 20 percent, he owns 80. Our operating agreement says ownership automatically becomes 50/50 exactly twelve months after signing, no vote or amendment needed. That date is under 7 months away.
I built essentially all the technology the business runs on. Put like 700 hours into it. He handles sales. A few weeks ago we had a serious falling out. Sales are not where they should be. He was the sole admin on our Google Workspace, and he removed all my admin roles with no vote, then a week later reset my password and pulled my passkey, so I lost email, the CRM, everything. That same day he sent a letter declaring me in "material breach," calling it "non-curable," terminating my "day to day role," and invoking a buyout/separation process in the agreement. Says an offer is coming.
The problem: the agreement has no clause letting one partner remove the other. The buyout process he invoked can't be started in year one unless a breach stays uncured for 30 days after written notice, and he invoked it the same day he sent the notice. The word "non-curable" appears nowhere in the agreement. Actually forfeiting my stake would require written notice, a dispute window, and arbitration, none of which he's done. I disputed everything in writing the same day and did not resign.
I'll be honest about my side, because I know it matters. During the blowup I accessed his company email then navigated to claude since he prompted it to find ways to get rid of me, once without permission and admitted it to him in writing the same day. I also deleted a third-party account our app relied on that was registered to me personally and paid on my card, out of a panic about security due to suspected unauthorized logins, and I've asked to reverse it.
The company is small, low five figures on paper, but growing, and I think the software I built is worth far more than the valuation formula in our agreement captures.
I can't really afford a lawyer right now.
Questions (thanks in advance):
- Can he lock me out and "terminate my role" if the agreement gives him no such power?
- Does still owning 20 percent (soon 50) mean anything if I have zero access?
- Is his buyout process even validly started?
- What do I do in the next few weeks to not make this worse?
Location: Delaware LLC, arbitration clause, disputes seated in New York. Any input appreciated. I'm wiped.
Edit: I'm reserving talking against the other party. Neither of us have clean hands.
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