Silent Partner Demand Letter Console

When a partner’s silence morphs from annoying to strategic, you need a paper trail. Use this console to frame fiduciary context, gauge urgency, and assemble a pre-suit demand letter before you escalate to dissolution or litigation.

Silence Patterns

Ignored capital calls, unsigned contracts, missed tax filings, unexplained withdrawals. Track dates, not feelings.

Possible Motives

Conflict avoidance, positioning for buyout, cash-flow issues, self-dealing, or genuine crises. Rule out benign reasons quickly.

Impact on Duties

Fiduciary duties of loyalty, care, candor require engagement. Prolonged stonewalling looks like breach.([McLane Middleton][1])

Contractual Hooks

Operating agreements, shareholder agreements, buy-sell terms, information rights. Quote them later.

First move: build a timeline of unanswered requests with timestamps, attachments, and what decision or signature was blocked.

Governing Docs

Find clauses on management duties, voting, meetings, information rights, and default/termination triggers.

Direct vs Derivative

Are you harmed personally (lost distributions) or is the company harmed (assets siphoned)? This affects claim type.([Delahunty & Nash LLP][2])

Derivative Demand

Many jurisdictions require a written demand on managers/board before suing on the company’s behalf. Your letter can double as that.([Litico Law Group][3])

Fiduciary Standards

Closely held owners owe loyalty, care, candor. Silence on material matters can signal oppression.([Wegman Hessler Law Firm][6])

What if no contract?

Default statutes plus implied duties still apply. Outline the informal arrangement in your letter and point to statutory duties recognized in closely held businesses.([Holland & Knight][5])

Escalation Level: Moderate Silence is blocking key deals but no evidence of theft yet → send firm demand, set meeting, warn of formal action.

Toggle facts that fit:

Ignored capital calls / funding obligations

Missed signatures delaying contracts

Refusal to share financials/books

Evidence of self-dealing / side deals

Recent explanation for absence (documented)

Operating agreement requires response / meetings

Next steps if ignored

Call formal meeting under bylaws, file books-and-records action, trigger buy-sell, pursue dissolution, or file direct/derivative suits depending on harm.

Demand Letter Outline

[Your Name]
[Date]

Re: [Company Name] Demand for Response

Hi [Partner],

1. Identify company + roles (LLC formed [date], both managing members per Operating Agreement).
2. Summarize obligations (participation, signatures, info rights, fiduciary duties).
3. List unanswered items with dates (e.g., “Feb 3 capital call email,” “Mar 12 contract approval,” “Apr 5 P&L request”).
4. Explain impact (“delayed [client] deal, risk of late tax filings, inability to verify withdrawals”).
5. Cite agreement clauses/duties being breached.
6. Demand action: written acknowledgment by [deadline], responses to listed items, meeting dates or exit proposal.
7. State consequences if ignored (formal meetings, books/records action, derivative claims, dissolution, buyout enforcement).
8. Reserve rights.

Close professionally.

Drafting tips

Use first-person voice, facts not insults, clear deadlines (10–14 days), mention derivative-demand intent if applicable, and send by both email + certified mail.

Evidence Checklist

Governing documents
Operating/shareholder agreements, buy-sell terms, bylaws.

Ownership records
Cap table, membership certificates, percentages.

Communication log
Emails/texts showing unanswered requests + dates.

Financial data
Latest statements you can access, unexplained transactions.

Decision log
Deals/contracts pending their signature/approval.

Potential harm
Lost opportunities, penalties, side deals evidence.

Fiduciary duties in business divorce Direct vs derivative actions Derivative demand requirements Demand letters as pre-suit leverage Duties in closely held businesses Fiduciary duty overview