The Los Angeles partnership litigation lawyers at Wagenseller Law Firm handle partnership litigation in the Los Angeles Superior Court and throughout Southern California
Partnership litigation attorneys, whether in Los Angeles or elsewhere, must have the legal knowledge and experience specific to partnership disputes. The partnership litigation attorneys at Wagenseller Law Firm have handled numerous partnership lawsuits. Moreover, our attorneys have successfully settled or resolved many of those cases while also taking other cases to trial when needed. Lawsuits over partnership issues or agreements will often implicate issues and requirements set forth in California’s Corporations Code. This can include the Revised Uniform Partnership Act, the Uniform Limited Partnership Act or the Revised Uniform Limited Liability Company Act. [The ‘members’ of a LLC are not partners but their relationship works in similar ways and we have used the phrase ‘partners’ to refer to general partners, limited partners and LLC members]. Not all business litigation attorneys have the experience or knowledge to properly handle a partnership lawsuit.
We Are Experienced Partnership Litigation Attorneys
In Los Angeles attorneys are plentiful. A good amount of those attorneys have actually handled business litigation. Some Los Angeles business litigation attorneys have experience with partnership litigation specifically. Even fewer of those business litigation attorneys have built successful careers handling partnership litigation or have ever even handled a partnership lawsuit trial. At Wagenseller Law Firm our partnership litigation attorneys have a track record of success in handling, resolving and trying partnership lawsuits in the Los Angeles Superior Court and elsewhere in Southern California.
Our Attorneys Specialize in Partnership Litigation in Los Angeles
Our Los Angeles partnership litigation lawyers have experience in the partnership lawsuits and disputes that you are likely to face. A partnership lawsuit can involve a variety of difference causes of actions and claims. Our experienced lawyers have handled partnership lawsuits that involve the following:
1. Breach of Contract: Partnership agreements are written contracts between the partners. Limited Liability Company members will have a written LLC Operating Agreement. Partnerships and limited partnerships will usually have a written partnership agreement. These contracts will govern how the relationship is set up and, if thorough, what will happen in the event of a dispute.
Partnerships can be the most important relationship a business owner or property owner can enter into and it makes sense to spend time with an experienced partnership attorney figuring out the terms of that partnership. In the exciting beginning stages of a partnership, when money is low, time is tight and relations are good, many partners fail to spend the time and money thinking through all of the intricacies of a partnership relationship. Do not skip this step!
Partnership agreements do not seem all that important at the beginning of the relationship but they are extremely important when the relationship falls apart and litigation ensues. The Agreement should set forth what happens when one of the partners dies or gets divorced. Suddenly you may become partners with an ex-spouse or a partner’s child or children. What happens when a partner declares bankruptcy? Or how do the partners separate when they simply do not get along anymore?
When partnership disputes go into litigation, the first cause of the complaint will typically be for breach of contract relating to promises owed under the partnership agreement. Of course there are many partnerships in which the partners do not have a written agreement but they may have an oral contract or an implied-in-fact contract. An attorney may file a partnership lawsuit on behalf of a partner even though the contract is only oral. An experienced partnership trial attorney is important in this case in order to determine whether the partner has the necessary evidence to be able to establish his or her case.
2. Breach of Fiduciary Duty: A breach of fiduciary lawsuit is premised on the idea that the defendant owes the plaintiff a special duty, such as that arising in a partnership setting. Just as an attorney owes his client a fiduciary duty based on their relationship of trust, a partner usually owes his partners a fiduciary duty. An experienced partnership lawyer will know the intricacies of partnership law, especially if the entity is a Delaware LLC versus a California LLC. At Wagenseller Law Firm our business litigation attorneys have handled litigation and lawsuits on behalf of both California and Delaware LLCs.
The idea behind a fiduciary duty is that the party who owes a fiduciary duty to another, such as a partner, must act in the highest good faith towards the other. A partner may not take advantage of the partner or steal partnership opportunities for his own gain. A partnership attorney will know what fiduciary duties are waivable or can be modified in the partnership or operating agreement.
In California the fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care. These duties include a duty to account to the partnership for business conducted during the partnership (and in the winding up of the partnership). See “Accounting” below. A partner may also not act on behalf of someone adverse to the partnership while dealing with the partnership. This includes a duty to refrain from competing with the partnership. A duty of care means that a partner must refrain from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of the law. A partner must also act with an obligation of good faith and fair dealing.
A Los Angeles partnership litigation attorney will be able to ascertain when a partner has violated his duty of loyalty or duty of care to the other partners. In many partnership agreements and LLC operating agreements the partners or members specifically allow a partner or member to pursue other business in the same line of work (such as investing in other property with other partners).
3. Fraud: A fraud cause of action in a partnership lawsuit will usually involve the partner’s lie or, probably more common, concealment of certain information from the other partners. A fraud cause of action requires that a plaintiff establish a misrepresentation or concealment of a fact which the party has a duty to reveal. Because of the fiduciary duties between partners, any type of misrepresentation or concealment can rise to the level of fraud. However, fraud also requires that the aggrieved party not have known the truth about the misrepresented or concealed fact. An experienced business litigation attorney can help you evaluate whether a partner’s lie rises to the level of fraud by meeting the various requirements of a fraud cause of action. While many litigation lawyers will assert a cause of action for fraud, that cause of action does not always survive. A partner who sues for fraud in California must also show that he or she reasonably relied on the alleged misrepresentation or failure to disclose and that the reliance led to damage. Each of these elements of a fraud cause of action can cause both attorneys and clients problems at trial. The partnership litigation attorneys at Wagenseller Law Firm in downtown Los Angeles have successfully plead and proved fraud causes of action in partnership lawsuit and have also disproven fraud causes of action against our clients.
4. Accounting: An accounting cause of action is just what it sounds like—an accounting to determine where the money went and what the damages are. Typically, the accounting is necessary to prove the other causes of action for breach of fiduciary duty, fraud and breach of contract as well. While a business litigation attorney will handle the partnership litigation, the attorney will also need the help of a forensic accountant on accounting matters. Accounting can be a long and involved process and the trial attorney will need to be able to establish each transaction with evidence, showing where the money came from and where it went.
Wagenseller Law Firm Is An Experienced Partnership Litigation Law Firm
The partnership litigation attorneys at Wagenseller Law Firm have handled numerous partnership lawsuits. Our lawyers have represented partnerships among lawyers, manufacturers, entertainment professionals, property owners, property investors, family members and other business partners. Our lawyers have seen partnership lawsuits through from the initial investigation, drafting complaints for plaintiffs, handling the defense for defendants, discovery, mediation and trial or arbitration. If you are looking for representation by experienced trial attorneys with success in partnership lawsuits, please contact us for more information.
Los Angeles Shareholder Litigation Attorneys
The Los Angeles corporate shareholder litigation attorneys at Wagenseller Law Firm in downtown Los Angeles handle lawsuits between shareholders in corporations.
Shareholder litigation is a common part of corporate litigation. Like partners who fight over a partnership, the shareholders of a corporation can often be at odds. The dominant shareholder may be freezing out the minority shareholders by refusing to provide corporate books and records upon request, refusing to account for corporate gains, attempting to dilute a shareholder’s shareholding, usurping corporate opportunities to another entity or simply running the corporation as if there were no other shareholders to account to.
The Lawyers at Wagenseller Law Firm are Experienced Corporate Shareholder Litigation Attorneys
California shareholder litigation requires corporate litigation lawyers who are well-versed in California’s Corporations Code and the related case law. The trial lawyers at Wagenseller Law Firm have successfully defended a corporation and its dominant shareholder in trial in a variety of claims by disgruntled minority shareholders. Our business litigation lawyers have also handled claims on behalf of minority shareholders, including filing a successful writ of mandate to compel a company to produce its books and records.
Our Corporate Trial Attorneys Handle Shareholder Litigation in Los Angeles
Corporate shareholder litigation in Los Angeles involves certain causes of action that are typically governed by the statutes set forth in the California Corporations Code and California case law.
1. Corporate Dissolution: When legal disputes arise among shareholders, especially in a close corporation, a lawsuit for corporate dissolution will often follow. Dissolution of the corporation can be either voluntary or involuntary but obviously litigation would involve an involuntary dissolution. An attorney may file a lawsuit for involuntary dissolution when either the directors or shareholders of the corporation are deadlocked or there is fraud and mismanagement in the corporation. There are certain requirements for who may file for dissolution and how many directors or shareholders must be involved in the decision. The corporation may also in some circumstances purchase the shares of the shareholder bringing the action. An experienced corporate litigation attorney will be able to guide you on these issues.
2. Breach of Fiduciary Duty: Corporate officers and directors have duties to the corporation and to the shareholders. A corporate litigation lawyer can address whether the officers and directors have breached their fiduciary duties to the minority shareholder or to the corporation. Directors and officers of the corporation may have different duties to the corporation and to shareholders. The corporate litigation lawyers at Wagenseller Law Firm have experience in corporate breach of fiduciary duty cases and can help you evaluate whether your situation involves a breach of fiduciary duty.
A breach of fiduciary duty cause of action in a lawsuit against a corporation and its officers or directors must establish that a fiduciary duty exists, that it was breached and that the plaintiff was damaged by that breach. Breach of fiduciary lawsuits can be complex and factually intensive. Our litigation attorneys have handled many breach of fiduciary lawsuits and have the experience and knowledge to help you find a solution.
3. Corporate Accounting/Right to Inspection and Audit: The crux of many corporate lawsuits against directors and officers is money. Oftentimes plaintiffs believe that a director, officer or dominant shareholder is stealing money—often subtly or outright. The litigation attorney who prepares a lawsuit against the corporation and its directors and officers may allege breach of fiduciary causes of action but will usually also include an accounting cause of action. The litigation attorneys, working closely with forensic accountants, will seek the financial records of the corporation and investigate where the money has gone. Although the accounting cause of action asks for an accounting, the actual accounting will be conducted as part of the discovery in the lawsuit and will be an integral part of determining the damages arising from the fraud and breach of fiduciary duty causes of action.
4. Demand for Corporation Books and Records: Corporate shareholders who suspect that the directors, officers or other shareholders are being untruthful about the financial situation of the company may not have anything on which to actually base their suspicions. However, even though the California Corporations Code gives a shareholder the right to inspect the corporation’s books and records, the company management may refuse to cooperate. The shareholder can file a writ of mandate with the Superior Court asking the court to compel the corporation to allow the inspection of the books and records. Corporate litigation lawyers who are familiar with this expedited procedure can secure the corporation’s books and records (while also showing management that the shareholder is serious about pursuing answers to his or her questions).
5. Fraud: Corporate fraud will usually accompany claims for breach of fiduciary duty and accounting. Fraud involves misrepresentations or concealment of facts. Fraud must be pled with particularity in the complaint and must explain who did what in detail. Fraud includes an additional remedy—punitive damages. The potential for punitive damages can increase the risk for the corporation and its directors and officers and may affect their settlement posture.
The corporate shareholder litigation attorneys at Wagenseller Law Firm have handled corporate fraud lawsuits in Los Angeles, Ventura and Orange County. Our business lawyers are experienced in trial, arbitrations and mediation and have brought numerous cases to a successful resolution.
Our Corporate Shareholder Litigation Lawyers Have Handled Both Direct And Derivative Lawsuits
Corporate shareholder trial attorneys must be familiar with the concept of the direct action versus the derivative action. Many business litigation attorneys who do not have experience in the corporate litigation world are unaware of the distinction and the requirements of corporate law. A direct action lawsuit is filed by a shareholder for injury to his or her interest as a shareholder. A derivative action is filed on behalf of the corporation for injury to the corporation in cases in which the corporation’s Board of Directors has refused or failed to file the lawsuit. This distinction may be blurred in small corporations.
The biggest difference between a direct action and a derivative action centers around who or what was injured. In a direct action the shareholder him or herself has suffered injury while in a derivative action the corporation has suffered injury. Any recovery in a derivative action goes to the corporation. This can drastically change the analysis of the litigation and the trial attorney should determine how much the specific plaintiff would recover in such a lawsuit. A small shareholder in a corporation may find that the potential recovery may be minimal.
Wagenseller Law Firm Is An Experienced Corporate Shareholder Litigation Law Firm In Los Angeles
The corporate shareholder litigation attorneys at Wagenseller Law Firm have handled corporate shareholder lawsuits in Los Angeles, Ventura and Orange County Superior Courts. Our experienced trial attorneys have represented both corporations and minority shareholders in trials, mediations and arbitrations. Our litigation attorneys have represented clients in the computer industry, the import/export business, the manufacturing and retailing world and a variety of other corporate businesses. If you are looking for corporate litigation attorneys to help you with your corporate lawsuit or dispute, please feel free to call us to speak with an attorney who can help you resolve your dispute.
Our Partnership and Shareholder Litigation Lawyers can be reached at (213) 286-0371.