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TEXAS - can partners sell off intellectual property

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sdd

Junior Member
What is the name of your state? Texas

I am a partner in an LLC. We manufacturer, design, and develop a radio product, as well as sell that and other wireless products from various vendors. The product we design & develop will be called product X here. Product X generates most of our revenue, and is a major part of our company. My partners created what they are calling a "resolution" and sold the intellectual property and assets for product X to one of the partners, for $20,000US. We regularly sell $80,000US in this product every month, so this price seems to be greatly undervalued. Here is my dilema, I was not informed of this procedure in any way. I just heard through the grapevine that Product X is now owned by a different company. Is this legal? They have basically moved one really profitable product out of the company, so that a select few of the partners can enjoy profits in another company. This other company will continue to sell our original company product X, but the original partners not invested in the new company will not benefit from the great profits had by owning the development and manufacturing process. This product was designed and developed by us (original partnership) so how is it possible that we have just lost all rights to the product, except for buying it and reselling it at a higher price. Is that not fraudulent? The "managing partners" have basically cut out the rest of the partnership from the product ownership. Is this legal? I appreciate any and all advice and/or direction you can provide. Thank you.
 


divgradcurl

Senior Member
sdd said:
What is the name of your state? Texas

I am a partner in an LLC. We manufacturer, design, and develop a radio product, as well as sell that and other wireless products from various vendors. The product we design & develop will be called product X here. Product X generates most of our revenue, and is a major part of our company. My partners created what they are calling a "resolution" and sold the intellectual property and assets for product X to one of the partners, for $20,000US. We regularly sell $80,000US in this product every month, so this price seems to be greatly undervalued. Here is my dilema, I was not informed of this procedure in any way. I just heard through the grapevine that Product X is now owned by a different company. Is this legal? They have basically moved one really profitable product out of the company, so that a select few of the partners can enjoy profits in another company. This other company will continue to sell our original company product X, but the original partners not invested in the new company will not benefit from the great profits had by owning the development and manufacturing process. This product was designed and developed by us (original partnership) so how is it possible that we have just lost all rights to the product, except for buying it and reselling it at a higher price. Is that not fraudulent? The "managing partners" have basically cut out the rest of the partnership from the product ownership. Is this legal? I appreciate any and all advice and/or direction you can provide. Thank you.

Well, this would partly depend on what the articles of incorporation and bylaws say about who has authority to make such decisions. However, if the partners of your LLC sold the IP (whether they were authorized to or not) below market value to another business entity that they own or have some association with, then that is pretty likely to be prohibited self-dealing, and a breach of fiduciary duty to the original LLC. You and the other partners left out in the cold by this should get yourselves to a lawyer ASAP to try and sort this mess out. A local attorney, who can review all of the relevant facts, will be able to advise you accordingly if you have a right to stop or reverse the transaction.
 

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