When co-owners stop agreeing.

Most of these disputes share an origin story. The operating agreement (or partnership agreement, or shareholder agreement) was drafted at formation. Nobody read it carefully. Years passed. The relationship between owners changed — one wanted to leave, one wanted to bring in capital, one stopped pulling weight, one had a divorce that put their interest in motion. The agreement that nobody read carefully is now the document that decides what happens.

Sometimes the agreement holds up. More often, it has a buy-sell trigger that doesn't trigger when it should, a valuation methodology that doesn't fit the actual business, or a deadlock provision that doesn't resolve a real deadlock. That's where we come in — to litigate what the agreement should have said clearly.

The disputes we handle most often

Buyout disputes

One owner wants out. The agreement either has no exit mechanism, has a mechanism with no valuation methodology, or has a methodology that produces an unworkable number. The fight is usually over price and timing.

Dissociation

An owner has been dissociated by the other owners (or wants to dissociate themselves) and the agreement is unclear or hostile to the move. California's RULLCA provides default rules but operating agreements often override them — sometimes badly.

Dissolution

When buyout and dissociation paths fail, judicial dissolution under Cal. Corp. Code §17707.03 is the nuclear option. The standard for dissolution is high — economic deadlock, breach of fiduciary duty, fraud — but California courts will dissolve when the showing is made.

Deadlock

Two-member LLCs split 50/50, or boards split evenly on a major decision. The operating agreement either has no deadlock mechanism, has an arbitration clause that's not actually neutral, or has a buyout trigger that benefits one side.

Breach of fiduciary duty

Manager-managed LLCs and corporations have managers/directors with fiduciary duties to the entity. Breach claims (self-dealing, usurping corporate opportunities, mismanagement) are the highest-stakes business-owner-dispute matters.

Member misconduct and removal

When the agreement permits removal (or when the conduct is severe enough that removal is justified despite the agreement), the procedural and substantive bar matters. Done wrong, removal becomes a wrongful-termination-of-membership claim that the removed party brings against the LLC.

How phase pricing changes the conversation

Most owner disputes don't actually need full litigation to resolve. They need a credible threat of litigation plus a structured negotiation. The pre-filing phase of our work — assessment memo, demand letter, settlement negotiation, optional mediation — resolves a meaningful percentage of these matters before pleadings.

Phase pricing means you're not stuck on an open-ended hourly meter while we explore whether settlement makes sense. The assessment phase is scoped, the next phase is scoped, and at each transition you decide whether the math still works.

How transactional drafting changes the math

Most of these disputes would have been avoided by sharper drafting on the front end. Operating agreements that name a specific buyout trigger, specify a valuation methodology that fits the business, and include a deadlock-breaking mechanism resolve the dispute through the document — without litigation.

We do both sides of this work. If you're forming a multi-member LLC now, we'd rather draft an operating agreement that prevents the dispute than litigate it later. The transactional engagement costs less than the litigation phase fee.

If you're in the dispute now, we handle it. But the most useful thing reading this page can do is link you over to the formation work that could have prevented it.