I'm Sergei Tokmakov, a California attorney. If your partner is cutting you out, refusing to share books, self-dealing, or breaching fiduciary duty, the Revised Uniform Partnership Act (Cal. Corp. Code §§ 16101-16962) gives you the right to an accounting, damages for breach of duty, and judicial dissolution and wind-up. I draft the demand letter plus the court-ready accounting-and-dissolution complaint that gets the partner's attention.
California adopted the Revised Uniform Partnership Act in 1996, codified at Cal. Corp. Code §§ 16101-16962. § 16404 imposes the duties of loyalty, care, and good faith on every partner. § 16405 gives each partner the right to access books and to demand a formal court-supervised accounting. § 16801 lists the grounds for partnership dissolution; § 16807 governs the wind-up procedure. Breach of fiduciary duty supports disgorgement of profits plus damages. The four-year catch-all SOL under CCP § 343 typically controls, with discovery-rule extensions for concealment. Demand + draft complaint from $1,200.
A partner has an absolute right to an accounting. I demand it under § 16405 so the controlling partner cannot stall by selectively producing records.
Corp. § 16405Corp. § 16404 imposes duties of loyalty and care. I plead specific breaches (self-dealing, usurpation, conflict of interest) so the case has a damages frame, not just an accounting frame.
Corp. § 16404Dissolution under § 16801 is the nuclear option. Even raising it in the demand changes the controlling partner's posture because the math on dissolution is rarely friendly.
Corp. § 16801Partnership disputes typically run on CCP § 343's 4-year catch-all SOL. I calendar it. On the $1,200 tier I add the complaint with the accounting and breach counts.
CCP § 343Partnership disputes resolve on the accounting, the memo maps the math before either side hires litigation counsel.
This authority is California's general-partnership statute. RUPA covers formation, partner relations, partner-to-partner duties, dissociation, dissolution, and wind-up. The provisions cited below are the most important for disputes.
This authority sets out partner duties. § 16404(b) lists the duty of loyalty: account for partnership property, refrain from dealing on behalf of an adverse party, refrain from competing. § 16404(c) lists the duty of care: no grossly negligent or reckless conduct, no intentional misconduct, no knowing violations of law. § 16404(d) imposes the obligation of good faith and fair dealing. These duties cannot be eliminated by agreement (§ 16103), though specific authorized activities can be carved out if not "manifestly unreasonable."
This authority gives each partner the right to access books and records at the partnership's principal office. § 16405(b) gives each partner the right to a formal accounting, which is a judicial procedure that ends with the court issuing findings on partnership transactions and capital accounts. The accounting is the standard remedy when a partner is being kept in the dark.
Lists events causing dissolution: at-will partner notice, expiration of agreed term, event specified in the agreement, judicial determination that the economic purpose is unreasonably frustrated, partner misconduct making continuation not reasonably practicable, or other circumstances making it impracticable. § 16807 governs the wind-up: collect assets, pay creditors, distribute the remainder according to capital accounts and the agreement.
This authority governs the buy-out price when a partner is dissociated without dissolving the partnership. The price is the greater of liquidation value or going-concern value, calculated as of the dissociation date with interest. The partnership agreement can override the formula; many agreements include specific buy-sell mechanics.
This authority is the four-year catch-all SOL that typically controls partnership claims. Constructive fraud (breach of fiduciary duty with concealment) can run three years from discovery under CCP § 338(d). Breach of the written partnership agreement runs four years under § 337. The applicable statute depends on how the claim is framed.
Partnership disputes are document-heavy. Before drafting, I ask for:
If documents are incomplete, send what you have. I tell you what is missing and whether the gaps affect the case before quoting.
Email a paragraph + key documents.
I map the facts to the CA statute.
Attorney letter on letterhead.
Two revision rounds included.
USPS certified + email delivery.
Three negotiation responses included.
Note on active litigation: If the matter is filed and discovery is underway, full commercial-litigation defense or prosecution is scoped separately as a litigation engagement. The $1,200 demand-and-complaint package gets the case mapped and the filing-ready complaint drafted, which is the typical pre-suit posture. Most matters settle before filing.
Email me a short paragraph about the partnership, the breaches you have noticed, and what you want to recover. I'll respond same day with a scoped flat-fee quote.
Email owner@terms.law