Partnership Dispute Lawyer in Los Angeles

Last updated: November 2026. Reviewed by Pavel Kolmogorov, California business litigation attorney (State Bar No. 321018).

A partnership dispute lawyer in Los Angeles represents co-owners of LLCs, partnerships, and close corporations when the relationship breaks down. Money is missing, one owner is shut out, or the vote is deadlocked. Kolmogorov Law, P.C. handles these cases in Los Angeles Superior Court. California law gives owners rights to company records, imposes duties of loyalty and care on those in control, and lets the other owners avoid a court-ordered dissolution by buying out the plaintiff. Our Irvine office serves Los Angeles clients in person and by video.

Call (909) 235-6116 or contact us online to discuss a dispute with a business partner in Los Angeles.

Partnership and LLC dispute services in Los Angeles County

Fiduciary duty claims. A partner owes the partnership and the other partners duties of loyalty and care, and must exercise every right consistently with good faith and fair dealing. (Corp. Code, § 16404, subds. (a), (d).) The LLC statute imposes parallel duties. In a manager-managed LLC they fall on the managers, and a member generally owes no fiduciary duty solely by reason of being a member. (Corp. Code, § 17704.09, subd. (f).) Who owed the duty is often the first fight.

Books and records. Demands and court petitions when one side controls the information.

Buyouts. Negotiated exits, contested valuations, and statutory buyouts that replace a dissolution.

Deadlock. Remedies when two equal owners, or two equal factions, cannot make a decision.

Derivative suits. Claims brought by an owner on the company's behalf against the people running it.

Emergency relief. Injunctions when money or assets are leaving the business.

Our page on suing a business partner explains how these claims fit together.

The Los Angeles owners we represent

Founders of design, construction, and real estate companies. Owners of restaurants, production vendors, and professional practices. Investors in closely held LLCs. Family members who inherited a share of a business and a seat they never asked for. We represent majority owners accused of overreaching and minority owners who have been frozen out.

Chambers and Partners ranks the firm in its USA Spotlight 2026 guide for general commercial litigation in Orange County. The firm is a BBB Accredited Business, rated A.

Three Los Angeles co-owner disputes

Two members own a Highland Park design-build LLC. The managing member signs a ten-year lease for the company's new yard with a landlord entity he owns, at a rent the other member never saw. She may have a loyalty claim, and she has to decide whether to sue in her own name or for the company.

Three shareholders own a Van Nuys equipment rental corporation. Two hold half the shares between them and the third holds the other half. The board has four seats and splits evenly on every budget. Nothing gets approved.

Two siblings inherit their father's half of a San Pedro freight partnership. The surviving partner offers to buy them out at book value and says the agreement gives him that right. Before they can judge the offer they need the books, and the agreement's valuation clause is likely to decide much of the dispute.

Getting the records, and protecting the business meanwhile

Information comes first in most of these cases. On a member's request, for a purpose reasonably related to the member's interest, the manager of an LLC must promptly deliver copies of core company records at the company's expense. In a member-managed LLC the duty falls on a member who holds the information. Each member may also inspect and copy the required records during normal business hours. (Corp. Code, § 17704.10, subds. (a), (b).) If the company refuses without justification, the court may award the member's reasonable expenses, including attorney's fees. (Corp. Code, § 17704.10, subd. (g).) Partners have a comparable right of access to partnership books. (Corp. Code, § 16403, subd. (b).)

When money is leaving while the lawsuit is pending, the usual protection is an injunction. Where property or a fund is in danger of being lost, removed, or materially injured, a court may also appoint a receiver in an action between partners, a remedy our page on receiverships in business disputes explains. (Code Civ. Proc., § 564, subd. (b)(1).)

Deadlock, dissolution, and the buyout that replaces it

A deadlocked or abusive company can be dissolved by court order. For a corporation, one ground is an evenly divided board whose deadlock harms or endangers the business, with shareholders too divided to break it. Others include shareholder factions too deadlocked to run the business with advantage, and persistent and pervasive fraud or mismanagement, or persistent unfairness to shareholders, by those in control. (Corp. Code, § 1800, subd. (b)(2)-(4).)

Filing that case often starts a different process. Unless the articles say otherwise, the corporation or, if it declines, holders of half or more of the voting power may avoid dissolution by purchasing the plaintiff's shares for cash at fair value. If the sides cannot agree on the price, the court appoints three disinterested appraisers. (Corp. Code, § 2000, subds. (a), (c).) LLCs have a similar procedure, measured by fair market value. (Corp. Code, § 17707.03, subd. (c).)

The valuation standard, and who ends up as buyer, should be thought through before a dissolution complaint is filed. Our buyout valuation page covers the appraisal fight.

Whose claim is it

Harm to the company belongs to the company. An owner who sues over diverted business or wasted assets usually must proceed derivatively. For an LLC, the complaint must allege with particularity the efforts made to get the managers to act, or why no effort was made, and the defendants may ask the court to require security of up to $50,000. (Corp. Code, § 17709.02, subds. (a), (b), (c).) Our derivative action page explains the steps.

Claims for an owner's own distributions, records, or buyout price are generally direct.

Where Los Angeles partnership cases are heard

Co-owner disputes are usually filed in Los Angeles Superior Court, often at the Stanley Mosk Courthouse. These claims arise under California statutes and the owners' agreement, so state court is the usual forum.

Before filing anything we read the operating or partnership agreement for arbitration and mediation clauses. Many agreements send these disputes to a private forum.

How the firm works on a partnership dispute

One attorney handles the matter from intake through trial. I read the governing agreement and the financial records myself, and I bring in a forensic accountant when the numbers are in dispute.

The least expensive good outcome is often a negotiated separation, and we prepare the case for court so that the negotiation is taken seriously. More about our Los Angeles practice is on the Los Angeles business litigation page. Owners whose companies sit south of the county line may prefer our Orange County partnership page.

What to bring to the first meeting

Bring the operating agreement, partnership agreement, or bylaws and shareholder agreement, with amendments. Add the last three years of tax returns, K-1s, and financial statements. Bank and payroll records help if you have access. Include the emails and texts where the disagreement surfaced, and any written demand for records.

Frequently asked questions

My business partner in Los Angeles stopped sharing financials and is paying himself more than we agreed. What are my options?

Start with a written demand for the books and records, which California law entitles you to inspect. If the records confirm unapproved payments, you may have claims for breach of fiduciary duty and breach of the agreement, brought directly or on the company's behalf. Where funds are at risk, a court can issue an injunction to protect them while the case is pending.

We own a Los Angeles corporation fifty-fifty and cannot agree on anything. Can a court break the tie or force a buyout?

A court may order dissolution of a California corporation when an evenly divided board cannot agree, the business is suffering, and the shareholders are too divided to elect a board that can break the tie. Once that case is filed, the corporation or, if it declines, holders of half the voting power can usually avoid dissolution by buying the plaintiff's shares at an appraised fair value. In practice the filing often leads to a negotiated buyout.

Can I sue my business partner in Los Angeles Superior Court?

Yes, unless your agreement requires arbitration. Partners, LLC members, and shareholders in California may sue for breach of fiduciary duty, breach of the governing agreement, an accounting, and dissolution. Whether the claim is yours or the company's affects how it must be pleaded, so the agreement and the facts should be reviewed before filing.

What is a derivative lawsuit?

It is a suit an owner brings on behalf of the company against those who harmed it, often the people in control. In California the owner must first ask management to act or explain why asking would be pointless, and any recovery generally goes to the company. In a California LLC case, the defendants may also ask the court to require the plaintiff to post security of up to $50,000.

Does the firm have a Los Angeles office?

No. Kolmogorov Law, P.C. is located in Irvine. Pavel Kolmogorov appears in Los Angeles Superior Court and represents co-owners of businesses across Los Angeles County. Meetings are held by video, in Irvine, or at the client's office when documents and people are there.

Talk to a Los Angeles partnership dispute attorney

Call (909) 235-6116 or contact us online. Kolmogorov Law, P.C. is located at 327 Magnet, Irvine, CA 92618, and represents business owners throughout Los Angeles County.

This page provides general information about California law and is not legal advice. Outcomes depend on the governing agreement, the financial records, and the court.