Case Study: Deceptive Business Partners and Protective Measures

July 1, 2024

Disclaimer: As with many client case studies, the names of the people have been changed to protect the attorney-client information. However, the facts and law are real and should be considered accordingly.

In this case study, we will explore the story of Mr. Workhorse, a diligent entrepreneur who failed to seek timely legal advice, leading to significant financial and personal turmoil. His story underscores the critical lessons in business formation, partnership dynamics, and the essential role of early legal intervention. Through Mr. Workhorse’s experiences, we aim to highlight the importance of proactive legal measures and the potential consequences of neglecting them.

Understanding the 5/50 Rule

Oftentimes, clients seek assistance for issues that could have been mitigated or avoided entirely with proper planning. Unfortunately, many business owners delay seeking legal help until problems arise. Today, we delve into a real-life example highlighting the significance of early legal intervention, underscoring what we refer to as the 5/50 rule.

The 5/50 rule is a simple yet powerful concept — you may invest $5 in proper legal planning upfront or spend $50 later to fix the preventable problem that arose. In the context of today’s case study, the 5/50 rule aptly illustrates the pain of failing to address legal considerations on the front end.

The Case of Mr. Workhorse

Mr. Workhorse, a top-performing salesperson for a large company, decided to start his own business. He laid out his vision to his best friend, Mr. Crawfish, who offered to help start Mr. Workhouse’s new business. Mr. Crawfish also brought in his brother, Mr. Weasel, as he had some experience with legal documents. Trusting his friend and family, Mr. Workhorse did not seek independent legal advice and allowed Mr. Weasel to handle the formation of the new business.

Unbeknownst to Mr. Workhorse, Mr. Weasel registered the company with himself and Mr. Crawfish as the sole owners and managers, excluding Mr. Workhorse from ownership (despite the fact that Mr. Workhouse founded the business). For two years, Mr. Workhorse worked tirelessly while Mr. Crawfish and Mr. Weasel were only nominally involved in the day to day operations of the business. Mr. Crawfish and Mr. Weasel, who were in charge of the finances, kept telling Mr. Workhorse that the company was not yet profitable. In reality, Mr. Crawfish and Mr. Weasel, as the only registered owners of the business, were splitting significant profits created by Mr. Workhorse.

The deception was finally discovered when Mr. Workhorse attempted to purchase a new home and the bank started asking for documents for the company Mr. Workhorse claimed to own. Through the bank’s questions, Mr. Workhorse learned he had no legal stake in the company he believed he co-owned.

Realizing the gravity of his situation, Mr. Workhorse sought guidance from legal counsel who conducted a thorough review of the formation documents and agreements associated with the business. They were able to uncover the extent of Mr. Crawfish and Mr. Weasel’s deception, including the falsification of ownership documents and the misappropriation of funds, shedding light on the extent of their betrayal and fraudulent actions.

Unfortunately, the choices at this stage were not great. Mr. Workhorse had three viable options: (1) hire a litigation attorney to sue Mr. Crawfish and Mr. Weasel; (2) walk away and accept this as an expensive lesson learned; or (3) attempt to seek a resolution with Mr. Crawfish and Mr. Weasel. In the end, Mr. Workhorse was able to negotiate some resolution, but in doing it resulted in him walking away from the business he founded.

The Five Dollar Approach

If Mr. Workhorse could go back in time, he could have followed the appropriate steps for any entrepreneur starting a business with other partners. The first step is to seek independent legal counsel. In particular, entrepreneurs should always consult with an independent attorney when forming a business partnership, regardless of the personal relationships involved. The second step is to draft comprehensive agreements. Ensuring all business agreements, including company agreements, operating agreements, and shareholder agreements, are thorough and clearly outline the roles, responsibilities, and ownership interests of all parties involved, is critical to avoid legal pitfalls. The third step is to conduct regular legal audits of your business structure and agreements to ensure ongoing compliance with state and federal laws and to address any changes in the business or its operations. The final critical step is to maintain clear and open communication with all business partners and ensure that all decisions and agreements are documented in writing.

Formation of a Business Entity

Mr. Workhorse’s story particularly demonstrates the importance of proper entity formation and documentation. Key legal concepts such as ownership, management roles, and tax obligations must be clearly defined and agreed upon by all parties involved.

Essential steps and documents involved in forming a business entity:

  1. Certificate of Formation: This document, known in various states as articles of incorporation or organization, legally establishes the entity.
  2. Employer Identification Number (EIN): This is the entity’s equivalent of a social security number, necessary for tax filings and opening bank accounts.
  3. Organizational Consents: Internal documents that record the initial agreements and decisions made by the founders.
  4. Operating Agreement (or Company Agreement): The foundational document that outlines the governance, ownership, and operational procedures of the limited liability company (“LLC”).

The most critical document in this process when multiple owners are involved is the operating agreement or company agreement. This agreement delineates ownership percentages, management roles, and the rules governing the LLC’s operations. Without a comprehensive agreement, businesses are susceptible to internal disputes and potential legal challenges.

Mr. Workhorse’s case highlights the necessity of clearly defining roles within a business. In an LLC, members are the owners, while managers handle daily operations. It is crucial to define these roles clearly to prevent misunderstandings and ensure that all involved have aligned understandings of their responsibilities and entitlements. In Mr. Workhorse’s case, the lack of clarity and proper documentation allowed Mr. Crawfish and Mr. Weasel to misappropriate control and ownership.

The case of Mr. Workhorse serves as a cautionary tale, shedding light on the critical aspects of entrepreneurship. It underscores the importance of comprehending the intricacies of business formation processes, the nuances of partnership dynamics, and the necessity of seeking early legal intervention to safeguard one’s interests and aspirations. Mr. Workhorse’s journey highlights the potential pitfalls that entrepreneurs may encounter and emphasizes the invaluable role of proactive legal guidance in navigating the complexities of the business landscape. In particular, by investing to do things right on the front end, business owners can safeguard their interests and avoid substantial costs and complications later on. The 5/50 rule serves as a reminder that proactive legal planning is not just a wise investment but an essential strategy for business success.

ByrdAdatto Can Help You Navigate Business Ownership

If you are ready to start a business, we encourage you to reach out. At ByrdAdatto, we help entrepreneurs navigate the intricate process of business formation and partnership dynamics, ensuring clarity and compliance every step of the way. With our dedicated legal team by your side, you can navigate the complexities of entrepreneurship with confidence, knowing that you have a trusted partner committed to your long-term success. If you have further questions, contact ByrdAdatto here.

ByrdAdatto founding partner Michael Byrd

Michael S. Byrd

As the son of a doctor and entrepreneur, ByrdAdatto attorney Michael S. Byrd has a personal connection to both business and medicine.

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