You made a decision that your partner reluctantly agreed to. However, they later overrode that decision without your consent. Can they do that? Do they have legal authority to do it? Can you consider it a breach of contract? Learning how Ohio law defines the roles and responsibilities of partners can help you understand your situation.
What does Ohio law say about partnerships?
According to Ohio law that governs partnerships, ordinary business decisions are made by a majority vote of the partners. However, matters outside the ordinary course of operations require unanimous consent. In a two-partner firm, even routine actions may require the consent of both partners unless a written partnership agreement provides otherwise.
Essentially, absent a partnership agreement that says otherwise, your partner generally cannot unilaterally override your decision. Furthermore, partners owe duties of loyalty and care, as well as an obligation of good faith and fair dealing, to one another and the partnership.
Can you consider it a breach of contract?
If your business has a signed partnership agreement that defines decision-making roles, overriding a decision in violation of that agreement could constitute a breach of contract. Even if you don’t have a written contract, your partnership is still governed by the default provisions of the Ohio Uniform Partnership Act.
Should you seek legal help?
Distrust or a dispute between partners can be harmful to the business in the long run. You can attempt to resolve the issue through dialogue. Should the issue persist, you can consult a business attorney. They can help you protect your interests and offer personalized advice based on your situation.