To protect a partnership, one must understand the technical framework governing it. In New Jersey, business relationships are primarily dictated by the New Jersey Uniform Partnership Act (NJUPA) or, for LLCs, the Revised Uniform Limited Liability Company Act (RULLCA).

The Default Rules vs. Private Agreements

If you do not have a written partnership formation agreement, New Jersey’s default statutes control your rights. These default rules often lead to unintended consequences, such as:

• Equal Say: Every partner having equal management rights regardless of their capital contribution.

• Dissolution Triggers: The ability for a single partner to force a total liquidation of the business rather than a buyout.

• Fiduciary Duties: Strict technical standards of loyalty and care that, if breached even unintentionally, can lead to personal liability.

Preserving “Going-Concern” Value

Preserving value is a technical exercise in Business Valuation. When disputes arise, the “fair value” of a partner’s interest is often contested. We utilize sophisticated legal mechanisms like Buy-Sell provisions and Restrictive Covenants to ensure that if one partner leaves, the business’s trade secrets and client lists stay protected, preventing a sudden drop in market value.