Sallisaw, OK asked in Business Formation and Business Law for Oklahoma

Q: If partner operates 2nd clinic under same name as 1st with II does contract apply to both, entitled 2 profit from both?

Part owner of 1 clinic partner got mad at me and started operating new place under same name but II after it. Am I entitled to same payout as with 1st clinic?

1 Lawyer Answer

Reece B. Morrel Jr

Answered
  • Tulsa, OK
  • Licensed in Oklahoma

A: Quite frankly, I think the "payout" is the least of your concerns right now.

Obviously, the place to start is with whatever contract, operating agreement (LLC), partnership agreement or shareholder agreement (corporation) you may have. These documents frequently make reference to a "fiduciary" duty which covers such situations.

But I have several other concerns. For example, is the partner using the same tax id number? If so, this could cause problems when it comes time to file income tax returns or employment tax returns with both the federal and state governments.

This could also cause problems with workers compensation, malpractice insurance, general liability insurance, etc. - especially since the partner has "confused" the market with a clinic operating under the same name.

From a marketing standpoint, it continues to get worse. If they have claimed the Google My Business" account, then they can designate your location as "closed" and it will make it very difficult for someone to find your existing clinic.

I would strongly recommend that you contact a lawyer as soon as possible to discuss this situation in more detail.

1 user found this answer helpful

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