## Partnership disputes in Minnesota Business partnerships often start friendly and end ugly. Minnesota's partnership statute provides default rules — but a written **partnership agreement** can override most defaults. Disputes happen when partners disagree, leave, or do something one of the others objects to. ### Minnesota statute Minnesota RUPA. ## Common partnership-dispute scenarios **1. Management deadlock.** Equal partners disagreeing on direction. Common in 50/50 partnerships without tie-breaker mechanisms. **2. Capital contribution disputes.** Partners disagreeing on whether contributions were equal, what they were valued at, or whether someone owes more. **3. Profit / loss division.** Disagreement over how profits should be split given different work levels or capital contributions. **4. Withdrawal / buyout.** Partner wants to leave; remaining partners disagree on price, terms, or process. **5. Death or incapacity.** What happens when a partner dies or becomes incapacitated. **6. Fiduciary-duty breaches.** Self-dealing, taking partnership opportunities for personal benefit, conflicts of interest. **7. Allegations of fraud or misappropriation.** One partner taking money or assets without authorization. **8. Spousal involvement.** Partner's spouse claiming community-property rights in community-property states. **9. Bringing in new partners.** Disagreement on dilution. **10. Sale of business / dissolution.** When partners disagree on whether or how to wind down. ## Default rules under uniform partnership statutes Without an agreement, most state statutes say: - **Equal management rights** — even if capital contributions are unequal - **Equal profit / loss division** — even if work or capital is unequal - **Equal voting rights** for ordinary decisions - **Unanimous approval** for fundamental changes (admit new partner, dissolve, change in business) - **Each partner is an agent** — can bind the partnership in business - **Joint and several liability** — each partner personally liable for partnership debts and torts - **Indefinite duration** — "at-will" — any partner can dissolve These default rules cause many disputes — the partner with more capital often expects more control / share than the statute provides. ## Fiduciary duties between partners Partners owe each other: **Duty of loyalty:** - No competing with the partnership - No taking partnership opportunities personally - No self-dealing without disclosure and consent - Account for any benefit derived from partnership business **Duty of care:** - Refrain from gross negligence, reckless conduct, intentional misconduct, or knowing violations of law - (Lower standard than corporate director / officer fiduciary duty) **Duty of good faith and fair dealing:** - Act consistent with the partnership agreement and the partnership's reasonable expectations ## Dissolution events Most partnership statutes recognize dissolution events: - **Express will** of any partner (in at-will partnerships) - **Expiration of stated term** - **Completion of stated purpose** - **Unanimous agreement** - **Court order** for cause (deadlock, breach, impossibility) - **Death or bankruptcy** of a partner (depends on agreement) - **Unlawfulness of partnership business** ## Two-step process: dissolution + winding up **Dissolution** is the legal event that triggers the end of the partnership. **Winding up** is the actual process of paying debts, collecting receivables, distributing remaining assets. Partners can usually continue operating during winding up — but ordinary business operations are limited. ## Buyout / continuation rights Many state statutes (and most partnership agreements) provide alternatives to dissolution: - **Buyout of withdrawing partner** — at fair market value or formula - **Continuation by remaining partners** — partnership continues with reduced membership - **Right of first refusal** for departing partner's interest ## Common defenses to claims of breach - **Authorized by partnership agreement** - **Authorized by majority / supermajority** - **Disclosure + consent** for self-dealing - **Statute of limitations** - **Estoppel** — other partners' acquiescence - **No damages** — even if breach occurred ## Remedies - **Accounting** — formal review of partnership finances - **Damages** — for fiduciary breaches - **Injunction** — to stop harmful conduct - **Disgorgement** — return of improperly obtained gains - **Removal / expulsion** of partner (often per agreement) - **Dissolution** — court-ordered if cause exists - **Receivership** — neutral third party manages during litigation ## Why partnership agreements matter so much A written agreement should address: 1. Capital contributions 2. Profit / loss split 3. Management structure 4. Voting rights for various decision types 5. Compensation / draws / distributions 6. Tax allocations 7. Buyout valuation method 8. Death / disability provisions 9. Dispute resolution (mediation / arbitration) 10. Non-compete / non-solicit 11. Confidentiality 12. Books and records access 13. New partners / dilution 14. Transfer restrictions 15. Term / dissolution events Without an agreement, default statutes apply — and they're usually NOT what the partners would have agreed to. ## What you should do Whether you're entering, leaving, or in dispute about a Minnesota partnership: get a business attorney involved EARLY. The cost of getting an agreement done right is small compared to the cost of litigating without one. Most Minnesota business attorneys offer paid initial consultations — and many handle complex partnership disputes on hourly basis with retainer. --- *This guide is general information about Minnesota law as of early 2026 and is not legal advice. Partnership law is heavily fact-driven and depends on agreement language. Talk to a licensed Minnesota business attorney about your specific situation.*