You built this business with someone you trusted. Now you are checking the bank balance twice a week and wondering what you are not being told. A San Angelo partnership disputes lawyer can step in before that suspicion turns into a loss you cannot undo.
Templeton Law Firm represents owners of Texas general partnerships, limited partnerships and closely held companies who are in conflict with the people they went into business with. That includes fiduciary duty claims, frozen-out partners, disputed buyouts and forced dissolution. Scott Templeton has practiced in West Texas since 1998, and he prepares every one of these cases as if a Tom Green County jury will decide it.
Call 325-482-9120 to talk through your situation.
Do I need a lawyer to end a business partnership in Texas?
Usually, yes, once money or ownership is contested. Texas lets partners walk away, but walking away does not settle who owns what, who owes what, or who has to pay for decisions made on the way out.
The moment a partner starts moving money, hiring counsel, or quietly courting your customers, an informal exit stops being informal. Getting a lawyer involved early is often cheaper than unwinding a bad handshake deal two years later.
What counts as a partnership dispute in Texas?
A partnership dispute is any conflict between co-owners over control, money, duties or exit terms. Most business partner disputes that reach my office fall into a few recognizable patterns.
Breach of fiduciary duty between partners
Texas partners owe each other real legal duties, not just goodwill. Under Texas Business Organizations Code Section 152.204, every partner owes the partnership and the other partners a duty of loyalty and a duty of care, and must act in good faith and in a way the partner reasonably believes serves the partnership.
That duty is breached when a partner diverts a business opportunity, takes a secret commission, competes on the side, or uses partnership assets for personal benefit.
Freeze-outs and locked books
A freeze-out happens when the partner in control cuts you off from information, distributions or decision-making while continuing to run the company. It often starts small. Your login stops working. The accountant stops returning your calls. Distributions arrive for one partner and not the other.
Money that was earned but never split
Profit disputes are the most common version of this fight. Draws taken without approval, expenses run through the business that were never business expenses, and revenue routed to a second entity all land here.
These conflicts overlap with the business and commercial disputes we handle in San Angelo, and frequently with contract disputes between business partners when a written agreement exists.
What does your partnership agreement actually control?
Your agreement controls almost everything, and Texas law fills the gaps where it is silent. That is why two partnerships in the same industry can have completely different outcomes from the same facts.
Many West Texas partnerships, particularly in ranching, oilfield services and family-run retail, never put anything in writing. Texas still recognizes those partnerships. The difference is that the statute writes the terms instead of you.
| Issue in dispute | If your written agreement covers it | If it does not |
| Splitting profits | The agreement controls | Split equally, regardless of who worked more |
| Removing a partner | Follow the expulsion clause | Requires the statutory grounds or a court order |
| Buying out a departing owner | Use the formula you agreed to | Valuation becomes a contested fact question |
| Selling major assets | Follow the voting rule you wrote | Ordinary business decisions turn on a majority |
| Who can bind the business | Limited by the agreement | Any partner can bind the partnership |
If you have a signed agreement, bring it to the first meeting. If you do not, bring your tax returns, bank records and text messages instead.
Call 325-482-9120 and we can look at what you have.
How do you force a partner out or dissolve the partnership?
Texas gives you three paths to partnership dissolution: the agreement, the statute, or a judge. Which one applies depends on what you signed and how badly the relationship has broken down.
Section 152.501 lists the events that cause a person to stop being a partner. Those include giving notice of an express will to withdraw, expulsion under the partnership agreement, expulsion by a majority of the other partners in specific circumstances, and expulsion by judicial decree.
Judicial expulsion is the option business owners ask about most. A court can remove a partner who has engaged in wrongful conduct that materially and adversely affects the business, who has willfully or persistently breached the partnership agreement, or whose conduct makes it impracticable to carry on the business with that person.
When removal is not enough, a court can order the partnership wound up entirely and appoint a receiver to sell assets and distribute what is left. That is a serious remedy, and Texas courts do not hand it out casually. My job is to build a record that justifies it, or to use the credible threat of it to get you a fair exit instead.
How is a departing partner bought out?
The buyout price comes from your agreement if you have one, and from a contested valuation if you do not. This is where most partnership cases are actually won or lost.
Three numbers drive almost every buyout dispute:
The value of the business as a going concern, which the departing partner wants high and the remaining partner wants low. The value of the departing partner's capital account, which depends on how draws and contributions were recorded. And the amount of any offset, meaning money the departing partner owes back for unauthorized distributions or damage caused on the way out.
A buyout dispute attorney works with valuation professionals rather than accepting the other side's spreadsheet. In closely held West Texas businesses, the book value and the real value are rarely the same number.
Can I force my partner to open the books?
Yes. Texas partners have a statutory right to information and to an accounting, and a court can order it when a partner refuses.
An accounting is a formal, court-supervised review of partnership finances. It is often the first real leverage a frozen-out partner gets, because it converts suspicion into documents. Bank statements, general ledgers and vendor records tend to answer the question of where the money went faster than any deposition.
How long do I have to sue a business partner in Texas?
Most partnership claims carry a four-year deadline. Breach of fiduciary duty, breach of contract and fraud all fall under the four-year limitations period in the Texas Civil Practice and Remedies Code.
Four years sounds generous until you realize the clock may already be running. Waiting also costs you evidence. Bank records get purged, employees move on, and the partner in control has more time to reorganize the company around your absence.
Why San Angelo business owners bring these cases here
Because this is a local practice with courtroom experience, not a referral shop. Scott Templeton grew up in San Angelo, took his B.A. in English and History at Angelo State University, earned his Juris Doctor from St. Mary's University School of Law in San Antonio in 1998, and has been licensed in Texas ever since.
Partnership cases filed here are heard in the Tom Green County district courts, the 51st, 119th, 340th and 391st, at the courthouse on West Beauregard. Knowing how those courts move matters when you are deciding whether to settle or push.
"I know the country and the people." That matters in a market where your former partner is also your neighbor, your banker's client, and a name at the same church.
Partnership dispute questions I hear most
My partner wants to keep the company name. Can they?
Not automatically. The business name, the customer list and the domain are partnership assets, and they get distributed like any other asset unless your agreement assigns them. If one partner registered the assumed name personally, that becomes a contested issue rather than a settled one.
Can I be held responsible for debts my partner took on without telling me?
Often, yes. In a Texas general partnership, a partner can bind the business in the ordinary course, and partners are generally personally liable for partnership obligations. Your remedy is usually against the partner who did it rather than against the creditor.
What if my partner is also a family member?
The law treats the dispute the same way, but the strategy changes. Family partnerships usually have more undocumented arrangements and more at stake outside the balance sheet, so mediation earns its place earlier than it would in an arm's-length deal.
Will this end up public?
Court filings are public records. Mediation, arbitration and negotiated buyouts are not. If confidentiality matters to your reputation in a market this size, that should shape strategy from day one rather than after a petition is filed.
Should I keep working while the dispute is pending?
That depends on whether continuing to work protects or damages your position. Stepping back can look like abandonment. Staying can expose you to liability for decisions made during the fight. It is worth a conversation before you decide.
Talk it through before the next move gets made
Partnership disputes rarely improve on their own. The partner with control of the checkbook usually benefits from delay, which means the longer you wait, the narrower your options get.
Templeton Law Firm is at 905 S. Abe Street in San Angelo, open Monday through Friday, 9 AM to 5 PM. Call 325-482-9120 or discuss your partnership dispute with our team to get a clear read on where you stand.