Is it possible for me to force a dissolution of the company? 2 Answers as of July 17, 2013

I have a very specific question related to an LLC member versus employee rights and how that would affect my ability to use the IP I have developed. My specific question concerns a nondisclosure and development agreement written as an employee agreement (LLC) throughout. I am not an employee, but rather a member owning 20%. I am paid through a K-1 schedule, have no set hours, etc... The other member "fired" me (rather than eject me if that is possible) yesterday with no prior notice because I voiced issues with his management and lack of transparency (violating the operating agreement in reference to: refused to disclose information of the sale of shares to a third party). He was the CEO and I the CTO. He plans to hire an engineer to try to develop my IP into a product. If I am not an employee (but a member paid as a consultant) and the nondisclosure and developments agreement refers to all clauses specifically as affecting an employee, is this still a valid agreement? What are legal precautions should I take if it is? Also, if the nondisclosure and developments agreement holds, does it bar me from working in any of those project areas in the future, or at least while the company is? Last of all, can I possibly force a dissolution of the company and if so, what happens to the assets? I believe there may be a large loophole in the nondisclosure and developments agreement since I am referred to (and legally am) as a member or consultant. It would really help to determine whether or not this is the case.

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Carnes Law Firm
Carnes Law Firm | William J. Carnes
You bring up issues that warrant consideration. Your fact scenario is much too complicated to answer in a forum such as this. You should consult with an attorney in your area who may be able to assist you. There are various federal and state statutes and common law causes of action that you might wish to pursue in order to best serve your interests. These include, but are not limited to the following: breach of contract, oral and written, misrepresentation, negligent or otherwise, fraud, defamation, libel, battery, assault, slander, intentional infliction of emotional distress, workers' compensation retaliation, interference with an advantageous business relationship, negligent hiring, negligent retention, discrimination, claims or rights under state and federal whistle blower legislation including Sections 448.101-448.105, Fla. Stat., claims or rights under the Family Medical Leave Act ("FMLA"), Fair Labor Standards Act ("FLSA"), as amended, the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), Employee Retirement Income Security Act (` ERISA") of 1974, as amended, the Americans with Disabilities Act ("ADA"), the Age Discrimination in Employment Act ("ADEA"), the Equal Pay Act ("EPA"), Title VII of the Civil Rights Act of 1964 ("Title VII"), as amended, the Florida Civil Rights Act of 1992 ("FCRA") Fla. Stat Chapter 760. There are one or more statutes of limitation for these causes of action. If you wish to pursue a claim, you must file the complaint prior to the end of the limitation period, or the claim will be barred. Many statutory violations have to be initiated through the proper administrative agency which is frequently the EEOC office and/or the Florida Commission on Human Relations. If you feel that your rights under these laws have been violated, I encourage you to seek redress with the proper agency as soon as possible. These have reduced periods of time during which an action can be commenced, or the cause action will be barred if not timely commenced. Please remember that many, but not all, federal discrimination claims must be filed appropriately within three hundred (300) days after the alleged act(s) of discriminatory conduct. Many, but not all, state claims of discrimination must be filed within three hundred sixty-five (365) days after the alleged act(s) of discrimination. The statute of limitations may be less or greater for other causes of action. While the EEOC/Commission on Human Relations administrative process can operate without the assistance of a private attorney, you may wish to retain private counsel to assist you in filing a claim. A privately retained attorney can assist in investigating the claim, recognizing the issues, identifying the defendants and drafting the charges. It is important to remember, however, that you must file the charges in a timely manner or the action will be barred. The date of these occurrences is very important and should be determined in order to avoid the statute of limitations. Unfortunately, this firm cannot render a competent legal opinion based on an unsolicited factual scenario. Your query requires more facts to allow for proper consideration by an attorney. A consultation with an attorney at this office frequently requires more than two hours of the attorney's time to complete. The attorney and the client meet to discuss the facts and review any documentation. We conduct a general discussion of the law, and the attorney advises the client of the options the client may wish to consider. After the consultation, the attorney reviews the notes, researches the law, if necessary, and drafts a summary follow-up letter to the prospective client. During our consultation, we may discuss, among other things, the general nature of employment law in Florida, statutory discrimination claims, unemployment compensation benefits and claims strategy, workers' compensation benefits and filing requirements, common law causes of action, severance benefits, contractual considerations, benefit continuation considerations and the administrative procedural requirements for filing a discrimination claim against an employer.
Answer Applies to: Florida
Replied: 7/17/2013
Law Offices of Steven A. Fink
Law Offices of Steven A. Fink | Steven Alan Fink
You have asked a lot of good questions. Unfortunately, without reviewing the nondisclosure and development agreement and the LLC Operating Agreement, it is impossible to answer the questions accurately.
Answer Applies to: California
Replied: 7/28/2011
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