What Are the Legal Grounds for Suing a Business Partner?

Grounds for Suing a Business Partner

Starting a business with a trusted partner seems destined for great success. You share duties, combine your expertise, and pursue a common dream – the future looks bright. Yet reality often tells a different story. Due to financial disputes, unmet expectations, contract breaches, or conflicts, many partnerships implode.

When tensions rise, you may find your business relationship damaged beyond repair. Legal action may become necessary to protect your interests.

But what constitutes legitimate grounds to sue your former business partner?

This article explores the most common legal bases that empower wronged partners to seek restitution through lawsuits against former partners.

Your Partner’s Fiduciary Duty to the Business

When establishing a partnership, whether a small business or a large venture, it’s important to understand the legal duties partners owe each other under California Corporations Code Article 4.

This law outlines obligations partners must balance between their own interests and those of the partnership.

Key duties include:

  • Duty of loyalty: Partners must account for and hold in trust any profits or property derived from partnership operations that benefit their own gain.
  • Duty to avoid adverse interest: Partners cannot undermine the partnership by dealing with the business to serve a competing personal interest.
  • Duty to refrain from competition: Partners cannot engage in competition against ongoing partnership business activities.
  • Duty of care: Partners must avoid reckless decisions or gross negligence that intentionally causes harm.

While acting in a partner’s self-interest does not inherently violate duty, there are complex balances to maintain. The rewards of symbiotic, cooperative business relations built on communication and transparency offer partners the flexibility to collectively advance. However, it requires understanding the nuances of these legal partnership protections.

Grounds For Suing A Business Partner

While state laws vary, prime grounds for civil lawsuits against business partners often include breach of contract or fiduciary duty, negligence, and abandonment.

Breach of Contract

If your partner blatantly disregards the material terms of your partnership agreement, their actions may constitute a breach of contract.

Beachable acts include:

  • Failing to make required financial contributions.
  • Refusing to perform agreed-upon partnership duties.
  • Making unauthorized withdrawals of partnership funds.
  • Improperly attempting to dissolve against set procedures.

Breach of major contract clauses causes substantive damage to the company, so legal action helps remedy the partner’s violations.

Breach of Fiduciary Duty

As outlined earlier, partners pledge to make decisions with integrity and care in line with the partnership’s best interests. Partners who engage in negligent, illegal, or selfish actions causing preventable harm violate their fiduciary obligations.

Grounds to sue for breach include:

  • Embezzling company funds for personal gain.
  • Seizing a lucrative business opportunity for a separate competing company.
  • Mismanaging company finances through incompetence or deception.

These examples demonstrate a partner privileging their welfare over the partners through misconduct—clearly illegal and actionable betrayal.


If your partner’s reckless decisions or failure to act diligently damages the company, you may have a negligence claim. Actions like delaying growth opportunities or compliance mistakes causing fines could warrant a suit to recover resulting losses.

Criminal Activity

Actions like embezzlement, filing false tax returns, or fraud through intentionally misleading partners could warrant criminal charges. These types of fraudulent activities that directly harm the partnership and other partners constitute severe breaches of trust.


If your partner cuts off communication, stops participating, and defies reasonable requests to discuss issues, their effective abandonment may force unwanted partnership dissolution. Thus, abandoning contractual duties to the company’s detriment may prompt legal action to protect the other partners’ interests.

Alternatives to Suing Your Business Partner

Heading to court should not be the first option when partnership disputes arise between business partners. There are alternatives worth exploring beforehand that can lead to equitable solutions without the costs lawsuits bring.

Settlement Agreements

Sitting down to communicate clearly with your partner on the issues at hand is essential. In some cases, coming to a settlement in which you outline the dissolution of the partnership and fair payback of losses or redirection of profits provides closure.

While compromising may be difficult, the freedom gained through separation and avoiding further legal expenditures may be preferable. Consult any lawyers already engaged for direction here.

Mediation by a Neutral Party

Seeking mediation through dispute resolution can provide the guidance partners may need to see a reasonable middle ground. An impartial mediator dedicated to facilitating understanding rather than escalating friction can uncover workable compromises.

The key is that both partners must remain open to these solutions for mediation success. If communications have broken down irreparably, legal action may be required.

Arbitration Under Partnership Agreements

Check your original partnership agreement for clauses mandating arbitration to handle internal disputes before heading to court. The arbitration process involves formally presenting the case to a neutral evaluator, who then issues a binding resolution judgment.

This legally enforceable ruling aims to settle breach of contract or power struggles between partners. While still a formal legal avenue, arbitration follows more streamlined procedures than lawsuits and aims to deliver rulings faster and through compromise.

When Litigation Against Your Partner Becomes Necessary

If your partner breaches contracts, damages business interests, or rejects resolution attempts, civil litigation serves as a final option to remedy harms through the justice system.
Common scenarios making lawsuits unavoidable include:

  • Your partner stole or embezzled substantial company funds.
  • Months of mediation yielded no progress as your partner remains disengaged.
  • Serious fiduciary breaches tanked major accounts or opportunities.
  • The partnership can no longer functionally operate due to paralysis and infighting.

In these cases, the partner’s actions severely violate either the law, partnership agreements or their fundamental duties—likely necessitating external intervention through California’s justice system to achieve resolution.

How Our Business Lawyers Help With Partnership Disputes

When a promising business venture derails due to interpersonal conflicts or breaches of duty between partners, the fallout can jeopardize your financial future. Understanding your rights and pursuing equitable solutions is critical.

Our experienced business law firm helps clients navigate partnership disputes through:

  • Alternative Dispute Resolution: We first explore settlement agreements, mediation, or arbitration that aim to resolve issues without lengthy court battles.
  • Court Litigation: Where partnerships cannot be salvaged through compromise, we vigorously litigate contract breaches, fiduciary violations, or other harms in court to protect your interests.
  • Damage Recovery: We fight for financial compensation per applicable laws.

Trust our business lawyers to provide legal counsel and fierce courtroom advocacy when partnerships fail. Contact us today for a consultation.

Author Bio

Vincent Tong

Vincent Tong is the CEO and Managing Partner of TONG LAW, a business and employment law firm located in Oakland, CA. Vincent is a fierce advocate for employees facing discrimination and wrongful termination. With several successful jury trial victories and favorable settlements, he has earned a strong reputation for delivering exceptional results for his clients.

In addition, Vincent provides invaluable counsel to businesses, guiding them on critical matters such as formation and governance, regulatory compliance, and protection of intellectual property assets. His depth of experience allows him to anticipate risks, devise strategies to avoid legal pitfalls, and empower clients to pursue their goals confidently.

Vincent currently serves as the 2021 President of the Board of Directors for the Alameda County Bar Association and sits on the Executive Board for the California Employment Lawyers Association. Recognized for outstanding skills and client dedication, he has consecutively earned the Super Lawyers’ Rising Star honor since 2015, reserved for the top 2.5% of attorneys. He also received the Distinguished Service Award for New Attorney from the Alameda County Bar Association in 2016. He is licensed to practice before all California state courts and the United States District Court for the Northern and Central Districts of California.

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