Partner and Ownership Disputes
When the people who built a business together stop agreeing, the company itself is at risk. We represent partners, LLC members, and co-owners in the disputes that threaten a closely held business, from a clean buyout to a contested dissolution, and we work to protect both your stake and the company's future.
Talk to an attorneyFounded
1965
Attorneys
11
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Founded
1965
Attorneys
5
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Partner and ownership dispute lawyers for Bellevue and Seattle business owners
Oseran Hahn represents owners of closely held businesses when a partnership or LLC turns adversarial. These disputes are rarely just legal; they are the unwinding of a working relationship, and they put the business, the jobs, and years of value at risk. We pursue and defend claims among co-owners, breach of fiduciary duty, frozen-out minority owners, misused company funds, and deadlock that has frozen the company, and we press toward the resolution that fits: a negotiated buyout where one can be reached, a court-ordered remedy where it can't. The goal is to protect your ownership without burning down what you built.
A partner or ownership dispute is a fight over the control, conduct, and future of a business its owners can no longer run together. We negotiate and litigate buyouts and exits when owners need to part ways. We bring and defend breach-of-fiduciary-duty claims between co-owners. We resolve deadlock, through a buyout where possible and judicial dissolution where necessary. We force open the books when a managing owner won't share them. And we sort out which claims belong to the owner and which to the company, protecting the business while the dispute runs its course.
Business divorce: buyouts and exits
Most ownership disputes end with someone leaving, and the cleanest version is a negotiated buyout. We value the departing owner's interest, enforce or interpret the buy-sell agreement if the company has one, and structure the exit so the business keeps running. When a partner or LLC member wants out, Washington's partnership and LLC acts set default rules for dissociation and the price of a bought-out interest (RCW 25.05.225 and RCW 25.05.250 for partnerships; RCW 25.15.131 for LLCs), but a well-drafted agreement usually controls. We work the deal first, because a buyout almost always beats a war.
Breach of fiduciary duty between owners
Co-owners owe each other real duties. Partners owe duties of loyalty and care (RCW 25.05.165), and members and managers of an LLC owe comparable duties under the LLC act (RCW 25.15.038). When one owner diverts a company opportunity, pays themselves at the others' expense, hides information, or squeezes out a minority owner, that's a breach we can pursue, with remedies that include damages, disgorgement, and removal from management. We also defend owners accused of breach for ordinary business decisions that simply didn't pan out, which is a very different thing from disloyalty.
Deadlock and judicial dissolution
A 50/50 split with no tiebreaker, or a majority that abuses its control, can leave a business paralyzed. When owners truly can't move forward, Washington law allows a court to dissolve the entity (RCW 25.15.274 for LLCs; the partnership act for partnerships), but dissolution is a blunt instrument that often destroys value. We use the prospect of it to drive a buyout, and we pursue alternatives, a court-ordered purchase of one side's interest, a custodian, or a structured wind-down, that resolve the deadlock without needlessly killing a viable company.
Access to books, records, and an accounting
Disputes often start when one owner stops sharing information. Washington gives owners a statutory right to inspect company records: LLC members can demand the records the act requires (RCW 25.15.136), and partners have rights to the partnership's books and to an accounting (RCW 25.05.115). When a managing owner goes opaque, we move to compel disclosure and a full accounting, which frequently surfaces the self-dealing or mismanagement that prompted the concern in the first place. Getting the records is often the first real step in an ownership dispute.
Derivative claims and protecting the business
Not every claim belongs to the owner personally. When the harm is really to the company, the claim is derivative, brought on the entity's behalf (RCW 25.15.376 for LLCs), and getting that distinction right matters for who recovers and how. Meanwhile the business still has to function. We seek injunctions to stop an owner from draining accounts, poaching clients, or making unilateral major decisions, and we put interim management or controls in place where needed, so the company survives the fight intact and worth dividing.
Sixty years counseling closely held businesses, and a trial group that has resolved ownership fights from both the inside and the courtroom. We know these disputes are personal, we know they're expensive, and we know the win is usually a clean exit or a working company, not a scorched-earth verdict.
We know the business, not just the lawsuit.
Most of these fights are business divorces, and the company is the asset everyone's fighting over. Decades of corporate work mean we understand how the business actually runs, which makes our litigation sharper and our settlements smarter.
We aim for the exit, not the explosion.
A negotiated buyout usually beats a dissolution that destroys value for everyone. We push hard toward a clean separation, and we keep the courtroom ready for the cases where the other side won't deal.
We move fast to protect the company.
When a co-owner is draining accounts or freezing you out, delay is expensive. We act quickly to compel records, seek injunctions, and put controls in place so there's still a business left to divide.
The attorneys behindthe work.
Our business and corporate attorneys handle this work alongside our litigation team, so you have coverage whether your matter stays transactional or becomes something more.
What clientsask us first.
My business partner and I can't agree anymore. What are my options?
Usually one of three: one of you buys the other out, you sell or wind down the business together, or, if neither is possible, a court resolves it. A negotiated buyout is almost always the cleanest and cheapest, especially if your partnership or operating agreement has a buy-sell provision. We start by figuring out what the documents and the law give you as leverage, then work toward the exit that protects your stake.
Can I force my co-owner to buy me out, or force a sale?
Sometimes. Washington law lets an owner seek judicial dissolution of a deadlocked or abused company, and the prospect of that often drives a buyout. Some operating and partnership agreements also include buy-sell triggers. There's no automatic right to be bought out, but between the statutes, the agreement, and the leverage a dissolution petition creates, there's usually a path. The right one depends on your documents and the facts.
My partner is hiding the financials. Is that legal?
Generally not. As an owner you have a statutory right to inspect company records and, for partnerships, to an accounting. A managing owner who stonewalls is often hiding something, and we can petition the court to compel a full accounting and records production. That step alone frequently surfaces the self-dealing or mismanagement behind the dispute, and it's usually where we start when one owner has gone dark.
What's the difference between a partner dispute and a shareholder dispute?
Mostly the entity. Partner and member disputes arise in partnerships and LLCs and are governed by Washington's partnership and LLC acts; shareholder disputes arise in corporations and follow corporate law. The underlying problems, freeze-outs, breaches of duty, deadlock, fights over money and control, look similar, but the statutes, remedies, and procedures differ. We handle both; we just apply the right body of law to your structure.
Will suing my co-owner destroy the business?
It doesn't have to, and our job is to make sure it doesn't. We move early to protect the company, through records demands, injunctions against an owner who's harming it, and interim controls, while pushing toward a resolution that leaves a functioning business. Litigation is leverage toward a deal far more often than it's a path to trial. The goal is to divide a living company, not split the ashes.
When should I talk to a lawyer about a partner or ownership dispute?
At the first real sign of trouble, a partner who's stopped communicating, money that doesn't add up, a freeze-out, or a deadlock with no way through. Early counsel protects your leverage: it preserves records, locks in your rights under the agreement, and often resolves the matter before it hardens into litigation. By the time one owner has changed the locks, options have already narrowed. The early call is the cheap one.
Recentarticles.
Partner, member, and ownership dispute representation for Pacific Northwest closely held businesses, from buyout to dissolution.
Oseran Hahn P.S. · 11225 SE 6th St, Suite 100 · Bellevue, WA 98004
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