Partnership Disputes: Before It Gets Ugly

You started this business with your best friend. You both put in everything—money, time, relationships. Now you can't stand being in the same room. Every decision is a fight. You want to know what it takes to get out, or to get him out. And you're just now discovering that you never actually wrote any of this down.

This is how partnership disputes usually begin. Not with fraud or theft, but with the slow realization that two people who started with shared vision now have incompatible goals — and no roadmap for separation. The business that once energized both partners becomes a source of daily conflict, resentment, and eventually legal exposure that neither anticipated when the partnership was formed.

Why These Disputes Get Ugly

Business partnerships involve money, identity, and often friendship. When they break down, all three are on the line. The financial stakes are usually significant—often the largest asset either partner has. The emotional stakes are at least as high.

And most partnerships lack clear exit provisions. The partners assumed they'd always agree. They assumed things would work out. They didn't want to seem mistrustful by negotiating the divorce terms before the marriage. Now they're stuck.

The absence of agreed terms means every question is a fight. What's the business worth? Who gets to stay and who has to go? What about accounts the departing partner brought in? What about equipment they paid for personally? What about the name?

Courts can resolve these questions, but court resolution is slow, expensive, and often leaves everyone dissatisfied. The partner who "wins" a litigated dissolution frequently finds that victory cost more than it was worth. Legal fees in contested partnership dissolutions routinely reach six figures, and the distraction of ongoing litigation can destroy the business value that both partners are fighting over.

The Fiduciary Question

Partners owe each other fiduciary duties—loyalty, fair dealing, full disclosure. These duties are legally enforceable and personally binding.

A partner who diverts business opportunities to themselves, or competes with the partnership secretly, or takes partnership assets for personal use, isn't just being a bad partner. They're breaching legal duties that create personal liability.

These claims are common in partnership disputes. By the time the relationship breaks down, each partner usually believes the other has been acting in bad faith. Sometimes that's true; sometimes it's perception colored by conflict. Either way, fiduciary breach claims complicate and prolong the dispute.

The best protection is clear agreements about what partners can and can't do—what outside interests are permitted, how opportunities get allocated, what happens to relationships each partner brings in. These agreements don't prevent disputes, but they provide a framework for resolution.

What Happens When There's No Agreement

Oklahoma provides default rules for partnerships without written agreements, but those rules rarely match what either partner actually expected.

Under the Revised Uniform Partnership Act, codified at 54 O.S. § 1-202, a partnership is formed when two or more persons carry on a business for profit — regardless of whether they intended to create a legal partnership. Partners have equal rights in management regardless of their capital contributions. Profits and losses are split equally regardless of how much each partner works. Either partner can generally bind the partnership to contracts. And absent contrary agreement, dissolution requires judicial action with all its delays and costs.

These defaults create surprises. The partner who invested $100,000 and works 60 hours a week discovers they have the same management rights and profit share as the partner who invested $10,000 and works 20 hours. Neither expected that. Neither agreed to it. But that's what the law provides when they didn't agree to something else.

Valuation: The Central Battle

Almost every partnership dispute involves a valuation fight. One partner wants out; the other doesn't want to pay what they're asking. One partner wants the other out; the departing partner believes they're being lowballed.

Business valuation is genuinely complex. Different methods produce different numbers — asset-based approaches, earnings multiples, discounted cash flow analysis, and comparable company analysis all yield different results. Professional valuators can look at the same business and reach significantly different conclusions based on methodology and assumptions. The choice of method often determines the outcome, which is why each partner typically hires their own expert and the resulting "battle of the experts" can become the most expensive phase of the entire dispute.

When the agreement specifies a valuation method, that narrows the fight. When it doesn't, the partners end up hiring competing experts and arguing about methodology before they can even argue about numbers.

And then there's timing. Business values fluctuate. A valuation today may differ significantly from a valuation six months from now, depending on what happens with customers, projects, and market conditions. The exit date matters, and partners often disagree about when exactly the departure occurred or should occur.

Getting Out Without Burning Everything

Some partnership disputes resolve without litigation. Usually that requires both partners to conclude that a negotiated outcome serves their interests better than fighting.

Mediation often helps. A neutral mediator can facilitate conversations that would otherwise become arguments. The mediator can test each side's positions privately, identify areas of potential agreement, and help structure deals that might not emerge from direct negotiation.

Buyout terms are usually the central issue. How much? Paid when? What happens to customer relationships? What non-compete or non-solicitation obligations apply? What about guarantees on partnership debt?

The deals that close are the ones where both partners feel they can live with the outcome — not necessarily that they got everything they wanted, but that the alternative was worse. Getting to that point usually requires each side to understand the other's perspective well enough to find terms they can both accept.

One frequently overlooked issue in buyout negotiations is the departing partner's non-compete obligations. Oklahoma's strong prohibition on non-compete agreements limits what the remaining partner can enforce, which affects the departing partner's ability to take clients or start a competing business immediately after departure.

Preventing the Next Dispute

If your current partnership survives this conflict, document the terms properly. If you're starting a new venture, don't make the same mistake.

A proper partnership or operating agreement addresses the issues that matter: governance rights, profit allocation, capital obligations, dispute resolution, and exit provisions. It specifies what happens when someone wants out, when someone dies or becomes disabled, when partners disagree about direction.

Buyout provisions should include a valuation method everyone understands and accepts. Rights of first refusal preserve control over who becomes your partner. Dispute resolution clauses can require mediation before litigation.

These provisions aren't about distrust. They're about having answers to predictable questions before those questions become fights. An experienced business attorney can draft these agreements in a way that protects everyone's interests while reflecting the economic reality of the partnership.

Frequently Asked Questions

What should I do if my business partner is stealing from the company?

Document everything. Secure financial records before confronting your partner. Consult an attorney about your options — which may include forensic accounting, civil claims for breach of fiduciary duty, and, in severe cases, criminal referrals.

Can I force my business partner out?

It depends on your operating agreement or partnership agreement. If the agreement includes removal provisions, you may be able to force a buyout. Without clear agreement terms, you may need to seek judicial dissolution or other court intervention.

What is a "buyout" in a partnership dispute?

A buyout is when one partner purchases the other's interest in the business. The key issues are how to value the business (fair market value, book value, or formula-based) and payment terms (lump sum vs. installments).

Should we go to mediation or litigation?

Start with mediation if possible. It's faster, cheaper, and preserves confidentiality. But have a litigation strategy ready in case mediation fails. Some disputes — especially those involving fraud or breach of fiduciary duty — may require formal legal action. Contact us to discuss your situation.

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This article is for general information only and is not legal advice.