Legal Assistance for Partnerships and Disability

Questioner

Good afternoon, Since 2016, I've had a general partnership (VOF) with a partner. We also have a partnership agreement. However, my partner became ill in July 2019. From July to the present, this person has not performed any work at the company. I learned of this while I was on secondment, and the agreements made with the partner (holding telephone consultations, maintaining business records, collecting mail) were not being honored. I am a protective administrator, and it is important that clients are consulted. I now handle everything myself within the company, I am also on secondment (to cover costs), and I maintain contact with the partner regarding his/her recovery (he/she has been on secondment on behalf of the company many times in the past). All appointments are held at his/her office. In addition, some time ago, I was approached by another organization to act as administrator for that organization (as a partner). My own partner is not interested in this. I would like to know what I should and can do in this situation (I intend to draw up a reintegration plan). The partnership agreement stipulates, among other things, the following: - termination must be given with three months' notice and not later than at the end of the financial year (can this be rejected?) - in case of incapacity for work, payment is made to the sick partner for six months (can payment to the partner be stopped completely after six months if he/she is still not working?) When agreeing on and establishing the amount of primary labor remuneration, the relationship between the partners' level of effort and diligence will be decisive (my partner is currently doing absolutely nothing). - It is prohibited for any partner to work for or be directly or indirectly involved in another company during the partnership's term, except with the other partner's written consent (currently, there is insufficient income to ultimately continue the business). - If one of the partners leaves the partnership while the other partner continues the business, the outgoing partner will be prohibited for a period of two years from conducting or having conducted a business similar to that of the partnership, from being employed in such a business, or from being legally involved, or indirectly (I am the only one who is disadvantaged in this, as I am the sole administrator and my partner is not, and the administrators are also only in my name). The bottom line is, what will the consequences be if I decide to dissolve the company and set up a sole proprietorship myself or a general partnership with another organization? Yours sincerely,

Questioner

It appears that you cannot simply carry out your plans for several reasons. According to the agreement, the partnership will not end until the end of next year if you terminate it, and you are also bound by a non-compete clause. The latter is perhaps debatable, because if you include all the guardianships, it would apparently not be carried out by the continuing partner, and in that respect, there would be no competition. The good news is that perhaps no remuneration needs to be paid to your partner now or in the near future. Your problem is so complex that it would be too much to fully explore it within the scope of this forum. If you wish, I may be able to assist you further if you contact me directly.