llc no operating agrement, fall out with partners

[Kelly B.]

Here are the ridiculous facts.

1) we bought a building with "friends" to be rehabbed and turned into a short term rental. We drafted an operating agreement  after I formed the llc. We discussed and they seemed ok with it but never signed. The property has not been transferred to the llc.

2) we all discussed I would run the construction project and would get paid for my time. The construction has been going on since last august. It is a 330K project. There has been no discussion about my payment.

3) they have done very little work, have been very bad at communicating and they stopped contributing so we had to actually borrow money to finish the last stage of project.

4) we drafted a buy out agreement and they countered and we accepted. They have since change their mind. They said that their accountant needs 6 to 12 months to "value" the business. She is trying to squeeze us hard. On a side note: they wont give us their accountants information and she is filing for the llc. Yep its crazy.

5) My husband I will be in my wages (whatever that should be and an extra 100k) The total investment (including the mortgage balance will be about 850K and our share will be 500k of that). I realize that we should be entitled to a bigger share of the profits as the Washington state regs indicate.

But here are my questions:

If they force a partition, would the judge consider all our extra costs and hours/contribution (its documented) and let us buy their share? Or will it be a forced sale. I don't want to lose this building.

Should we try to get this property into the llc to avoid this possibility? If we can strike a deal with them, we will want the property in our names to refiance so I am nervous about that. I realize that I will need their consent and I might be able to sell them on this for"liability" purposes.

We may be able to sell them on an operating agreement (which I feel disingenuous as I don't want to be partners) but I need to be made the sole manager.

Lots of issues here. Still hoping for a buy out but I am concerned.

[Brian Mathews]

You need to hire an attorney and find out what your rights and options are.    The only ship that won't sail is a partnership.    Until everything was signed, nothing should have happened.    Good luck, sounds like a mess.