I was the owner of a construction company that went out of business as a result of the downturn in housing. The buisness was dissolved and all assets liquidated to settle the business's debts with some local banks and other creditors. Shortly after the buisness was sued by a customer and the suit has been on going since last year. I'm wondering if I am at any risk personally or what can these people due since the business was dissolved.
I have discussed this breifly with an attorny who said I had nothing to worry about but this is causing a lot of stress and i would appreciate any help or advice.
Thanks/

I can definitely understand the stres that must be involved in a lawsuit. I highly suggest you contact another attorney regarding what your legal options are for defending against the lawsuit. Your answer may depend on whether the customer sued only the business, or whether they sued the business and you personally as well. Normally, the limited liabilty protection offered by a legal entity such as a corporation or an LLC means that the owners are not personally liable for the debts of the company - just like shareholders in Apple stock are not liable to the credia tors. However, there are exceptions this general rule of limited liability - namely, if an owner signed a personal guarantee for the debt, or if the creditor can "pierce the corporate viel" when the company did not follow the proper corporate procedures. Any additional information you could provide may help you get better responses.

In the meantime, you can find an attorney through the locator service on LawInfo's home page at: http://www.lawinfo.com/.

I am trying to find out about my rights as a Minority Shareholder against my former business partner. We formed successful company approximately 3 years ago in which I generated 80% of the profit. My partner refused to go and find work to help the company become even more successful so I requested that I be given 51% of the profit with my partner getting 49% of the profit (it was set up as 60/40 with me being the 40). I was bitterly refused and the majority stockholder decided unilaterally to dissolve the company. I was told that the company was being dissolved on a Saturday and by Monday I had been completely locked out of the company financially. I finished the remaining jobs that I had on the schedule as my partner dissolved the company. The profit splits were always split the way were supposed to be until we started looking at the financial's. We found out that my partner had started a non profit church in which he was the pastor. Our company donated $48,000 to this church as a charitable contribution (unknown to me) in which he drew a salary from in addition to drawing his salary and profit split from our company. Is this legal? They did not donate the 40% to my church. Anyway, we have since discovered approximately $90,000 worth of "personal expenses" paid through the company ie; homeowner's insurance, car insurance on personal cars not part of the company, land improvement, personal income taxes paid through the company, etc. After 6 months of trying to dissolve this company and receive my money that is owed, I finally had to retain an attorney and asked for a judicial dissolution as they were still using company money for their personal use. Within a week of filing the complaint my partner completely dissolved the company (even though the court has jurisdiction) and has hidden assets. His attorney has what they consider to be my final "distribution" check in the amount of $14,000. Even though this amount is undisputed and they agree it is my money, the attorney refuses to disburse the funds to me unless I agree to give up my lawsuit and accept this as my final payment even though I can prove they owe me $90,000. Additionally, it has been greater than 60 days since they were served with the complaint and have not answered it nor have they filed a cross complaint. Everytime my lawyer calls the opposing attorney, she says that she will do it and then just ignores it. Now they state they are going to file a lawsuit against me for starting my own company which they claim is in breach of contract. How can it be breach of contract if my partner took steps to begin dissolving the company? There was no future for the company and I waited at least 3 weeks after I was told that the company was being dissolved before I formed my own company. They claim that since I had signed a no compete clause I could not start my own business. However, I saw it that since there was no future for the company, I had no choice but to start another company. Any help or opinions anyone can give is certainly appreciated. Do I have any rights at all?

I can certainly understand this is a frustrating situation for you. I am glad you have an attorney you can consult on these matters. You have raised a lot of issues in your post - and this situation appears to be more complicated than can be addressed here.

As for the noncompete - they are commonly enforced. However, they must usually be reasonable.

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