Q: Buying assents when LLC is dissolving and violation of fiduciary duties?
10 years ago, my partner and I started 50/50 LLC business. He takes wedding photos and I take wedding videos. For 10 years, I spent my own money to buy equipment needed to video and he spent his own money to buy equipment needed for photo. Profit was always 50/50. We are dissolving the company in few months and finishing up last few wedding contracts. Now he is saying that he will not shoot weddings with his own equipment. He wants business to buy 25k equipment to shoot last few contracts. My question is:
1. It as a verbal agreement that we will use our own equipment for all these years. Now he is threatening me that he won’t use his equipment to shoot weddings. Is this breach of verbal agreement to use our own equipment?
2. If he does not show up at the wedding to shoot, would he be in violation of fiduciary duties?
A: The answer is that with an LLC when both people are Managing Members they both have a fiduciary duty to do what's in the best interests of the Company. The failure to do is actionable in New Jersey.
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