Houston Partnership Dispute Lawyers

When a Business Partner Turns Adversarial, You Need an Experienced Team Ready to Act

You trusted your partner. Now the accounts are frozen, the profits are disappearing, or they've gone entirely silent – and you're watching your business take damage in real time. 

Owner disputes are among the most high-stakes situations a Houston business partnership can face – whether you're dealing with a disagreement, a partner's withdrawal, or the dissolution of a general partnership, limited partnership, or one of their liability-shielded counterparts (an LLP or LLLP). The financial exposure is significant; the business disruption is immediate.

Hendershot Cowart P.C. has represented Texas business partners through every stage of these disputes since 1987 – from the first call to negotiated buyouts, dissolution proceedings, and breach of fiduciary duty claims. We move quickly to protect your interests and work toward a resolution that preserves business value wherever possible.

If your situation involves a member dispute within an LLC rather than a partnership entity, see our page on LLC member disputes. 

If you are dealing with a corporate shareholder dispute, visit our shareholder disputes and oppression page, as the governing law and available remedies differ depending on the entity.

Call (713) 783-3110 or contact us online to schedule a consultation with our Houston partnership dispute attorneys.

On This Page:

• Signs Your Partnership Dispute Needs a Lawyer
• Common Claims in Texas Partnership Disputes
• Dispute Resolution with a Partnership Agreement
• Dispute Resolution Without a Partnership Agreement
• Dissolving a Partnership Under Texas's Default Rules
• Disputes in Law Firms and Professional Practices
• How Partnership Structure Affects Disputes 
• From Negotiation to Litigation: How We Resolve Partnership Disputes
• Why Choose Our Houston Partnership Dispute Attorneys
• FAQs

Some of these situations are urgent. Some are early warning signs worth addressing before they escalate. If any of the following describes your situation, it is time to talk to a lawyer:

• Your partner has locked you out of bank accounts, email, or business systems
• Your partner is making major decisions without your consent or knowledge
• Distributions have stopped, or you suspect you are not receiving your full share
• Your partner has proposed a "restructuring" that would reduce your role or ownership
• You have discovered a current or former partner is operating a competing business
• Your partner has stopped communicating entirely
• You believe your partner has taken money, equipment, or clients that belong to the partnership
• The business is deadlocked and no decisions can move forward
• You have received a notice, demand, or lawsuit from your partner or a former partner

If none of these fit but something still feels wrong, it’s worth a conversation. Disputes are far easier to resolve when addressed early, before positions harden, goodwill fades, and financial records disappear.

Most Texas partnership disputes involve one or more of the following legal claims.

Breach of Fiduciary Duty

Breach of fiduciary duty is the most frequently litigated claim in Texas partnership disputes. Partners owe each other a duty of loyalty and a duty of care. The duty of loyalty means a partner must account for any property, profit, or benefit gained through the partnership's business, must not deal with the partnership on behalf of an adverse party, and must not compete with the partnership. The duty of care means acting with the same judgment an ordinarily prudent person would exercise under similar circumstances.

Note: Texas passed a law in 2025 that allows limited partnerships to eliminate duties of loyalty, care, and good faith by agreement. Your attorney can review your partnership agreement and advise you if your business altered fiduciary duties in any way.

Breach of the Partnership Agreement

This is a separate, contract-based claim that applies when a partner violates the specific terms the partners agreed to. Common examples include wrongful withdrawal, ignoring the agreement's buyout or expulsion procedures, unauthorized withdrawals from partnership accounts, and failure to make required capital contributions.

Non-Compete and Non-Solicitation Violations

Many Texas partnership agreements also include provisions restricting a departing partner from competing with the business, soliciting its clients, or using confidential information after they leave. Texas courts have upheld these provisions when they're properly tailored: Non-compete and non-solicitation agreements must be ancillary to an otherwise enforceable agreement, such as a partnership agreement, and they must contain reasonable limitations as to time, geographic area, and scope of activity. 

Physician partnerships face an added requirement. Texas law requires a non-compete involving a licensed physician to include a buyout option. One Texas appellate court refused to enforce a non-compete against physician limited partners for exactly this reason – the agreement never included that required buyout provision.

Theft of Trade Secrets

Trade secrets, such as client lists, pricing models, and proprietary business methods, are protected by the Texas Uniform Trade Secrets Act. Partners who misappropriate the partnership’s trade secrets – or trade secrets belonging to a limited partner – can be held liable for damages, royalties, and even attorney’s fees if the misappropriation was willful and malicious.

To succeed on a trade secrets claim, the partnership (or limited partner) generally has to show that the information was actually kept secret, and that a partner acquired or used it through improper means or by breaching the trust the partnership relationship created.

Wrongful Withdrawal and Dissolution

A partner's withdrawal can be wrongful when it breaks the terms of the partnership agreement, or when it happens before a term partnership's stated duration or purpose has run its course. Texas courts have held partners liable for damages when they expelled a fellow partner outside the terms of their own agreement – finding that the expulsion itself caused a wrongful dissolution. General partners can dissolve a partnership at any time, but doing so in violation of the agreement can expose them to liability. Limited partners generally don't have that same right to force dissolution.

Conversion of Partnership Assets

Conversion occurs when a partner wrongfully takes or exercises control over partnership property that is not theirs to take. In a Texas bankruptcy case, a former partner was found to have committed conversion: He took cash from partnership accounts, used partnership equipment in a new competing venture, and continued operating under the partnership's name. Basically, "he took everything and left" – one of the more common patterns we see in our practice.

Regardless of the legal claims, the first step in resolving a partnership dispute is to check the partnership agreement. A well-drafted partnership agreement is the best source of information about each partner’s rights and duties, and Texas courts will enforce its terms, including buyout provisions, voting thresholds, expulsion procedures, and dissolution triggers. 

Here is what we look for in your partnership agreement, and why each item shapes the advice we give you:

1. A tiebreaker or deadlock provision. If a decision has stalled, this tells us whether there is already a built-in way to break the tie, or whether we need to pursue another path.
2. A buyout, buy-sell, or push-pull clause. If either partner wants out, this provision – if one exists – controls the process, and we make sure it is followed correctly or enforced if it isn't.
3. An expulsion or removal procedure. If the dispute centers on one partner's conduct, this tells us whether removal is available under the agreement and exactly how it must happen.
4. A dispute resolution clause. Many Texas partnership agreements require mediation or arbitration before either partner can file suit. We check this first, because skipping that step can delay or complicate a later court filing.
5. Notice requirements. Written notice obligations are common and easy to violate without realizing it, and we make sure anything we send on your behalf satisfies them.

The Buy-Sell (Push-Pull) Provision

A buy-sell, or push-pull, provision lets one partner break a stalemate by offering to buy the other partner's interest – on the condition that the triggering partner must accept the same offer in reverse if the other partner chooses to buy them out instead. That reciprocity keeps both sides honest about the business's value. 

A buy-sell agreement is not a default state law (although Texas courts will enforce one if it exists). Instead, a buy-sell provision must be agreed to in advance and documented in the partnership agreement. 

When the Agreement Specifies How to Wind Up

A partnership agreement often states exactly what triggers winding up – a stated end date, the completion of a specific undertaking, or an event the partners agreed on in advance. When the agreement addresses this, its terms are enforceable, and we make sure the winding-up process – paying obligations and distributing what remains – follows the agreement rather than defaulting to state law.

When no partnership agreement exists – or if it is silent on the issue at hand – Texas law steps in to fill the gaps, and the scope of your rights and remedies in a dispute change. 

Here are a few of the default rules set by Texas partnership law in the absence of a written partnership agreement:

• Equal management. Each partner has an equal right to manage and conduct the business, regardless of how much money or work either partner contributed.
• Equal profit sharing. Absent an agreement stating otherwise, profits are shared equally between partners, not in proportion to investment or effort.
• Unanimous consent for major decisions. Anything outside the ordinary course of business generally requires every partner's agreement, while day-to-day decisions can be made by whichever partners hold more than half the interest in profits.
• Partnership at will. Without a stated term or specific purpose, either partner can dissolve the partnership at any time.

If your partnership does not have a written agreement, or a dispute has revealed that yours does not address the issue you are facing, our partnership agreement attorneys can help you put better protections in place going forward.

Removing a Partner Without a Partnership Agreement

Removing a partner without a written agreement is challenging. Texas law lets the other partners vote to expel a partner only in narrow situations – for example, if continuing the business with that partner has become illegal, or if that partner has transferred away substantially all of their interest. Personality conflicts, poor performance, and even serious distrust do not, on their own, give the remaining partners a right to force a partner out.

Outside those narrow situations, removing a partner generally requires asking a court to do it, and Texas courts set a high bar – requiring proof of wrongful conduct that harmed the business, a serious and ongoing breach of the partner's duties, or conduct that makes it genuinely impracticable to continue the business with that partner involved. 

Most partners who want someone out without an agreement in place pursue a negotiated exit instead of a contested removal. Offering fair value for the partner's interest in exchange for a voluntary withdrawal is often faster, less expensive, and less likely to expose the remaining partners to a wrongful expulsion claim than trying to force the issue without solid legal grounds. Our attorneys can handle those negotiations for you.

Under the state's default rules, ending a partnership is a two-step process: something has to trigger the requirement to wind up, and then the partnership has to actually complete that process.

• What triggers winding up: A handful of events can trigger winding up: the partnership's stated duration expires, the partners agree to wind up voluntarily, an event specified in the partnership agreement occurs, or a court orders it. For general partnerships, the most common trigger is a partner simply walking away. Any partner can withdraw at any time by giving notice – and unless the remaining partners elect to continue the business, that withdrawal alone can force the partnership into winding up. Expulsion by majority vote, a partner's bankruptcy, incapacity, or death can trigger it as well.
• When a court steps in: Courts can order a partnership wound up if its economic purpose is being unreasonably frustrated, if a partner's conduct makes it impracticable to keep doing business with them, or if the business can no longer be run in line with its own governing documents. Texas courts are reluctant to shut down a profitable business, so the evidence has to clearly meet one of these grounds. 

Once winding up begins, partners must stop normal business operations except as needed to settle obligations, liquidate assets, and distribute what remains. We guide partners through every stage of dividing or dissolving a partnership, from resolving valuation disputes and converting assets to cash, to paying creditors in the right order, distributing remaining proceeds, and locking in a settlement agreement that closes the door on future claims.

Partnerships in professional practices – law firms, accounting firms, medical and dental practices, and similar businesses organized by license professional – carry dynamics general business partnerships often do not: shared clients or patients, professional licensing considerations, and reputational stakes that extend beyond the business itself.

For example, a split between physician or dentist partners can implicate the corporate practice of medicine doctrine, patient records and continuity of care, and existing management or employment agreements, in addition to the same partnership-law questions that apply to any business. 

Our partnership litigation attorneys have extensive experience representing professionals in complex partnership disputes, including:

• Law firm partnership conflicts involving profit sharing, client origination, partnership track disputes, and practice group disagreements that can disrupt firm operations.
• Medical or dental practice disputes, including physician partnership conflicts, practice management disagreements, and compliance violations that may expose the partnership to liability. Our law firm has a robust healthcare litigation and regulatory compliance practice, making us uniquely qualified to resolve partnership disputes in the healthcare industry.
• Accounting firm partnership issues involving client relationships, professional liability concerns, or ethics violations.

The way your Texas business partnership is structured – general partnership (GP), limited partnership (LP), limited liability partnership (LLP), or limited liability limited partnership (LLLP) – fundamentally shapes the liabilities, fiduciary obligations, management rights, and dissolution remedies available when disputes arise. 

Why this matters to your dispute: The same underlying facts can lead to very different claims and liability exposure depending on which of these four structures you are in. Before you decide on a legal strategy, talk to your attorney about how your partnership structure impacts your personal liability and duties to the partnership.

Every partnership dispute starts the same way for us: understanding your partnership agreement, or the absence of one, and understanding exactly what has happened. From there, resolution can generally involve some or all of these legal options:

1. Demand an accounting. A partner may seek a formal accounting of partnership profits, losses, assets, and transactions, particularly where one partner has controlled the books or where there is a dispute over distributions.
2. Negotiation. Many disputes – particularly deadlocks centered on a single issue, or disagreements over valuation – resolve fastest through direct negotiation between the partners, guided by counsel who can tell you honestly what you are likely to achieve in court if negotiation fails.
3. Mediation or arbitration. Many Texas partnership agreements require mediation or arbitration before litigation, which can be faster and more cost-effective than a lawsuit. Reaching a mediated resolution rarely feels like a win in the moment – compromise never does – but clients consistently tell us the relief of having the matter resolved outweighs whatever they gave up to get there.
4. Litigation. When negotiation and mediation do not resolve the dispute, we litigate. This is where the common legal claims discussed above come in. We can file suit based on breach of fiduciary duty, breach of contract, or any other relevant claim alone or in combination. Compensatory damages are available for breach of fiduciary duty and breach of the partnership agreement, including direct and consequential damages. Injunctive relief can be sought to prevent ongoing breaches. And punitive damages are available where the breach was committed with fraud, malice, or gross negligence.
5. Seek judicial expulsion or dissolution: In extreme cases where a partner's actions are unlawful or oppressive, you can petition a Texas court to remove the partner or dissolve the entire business.

Since 1987, we have represented Texas business partners through disputes at every stage – from early deadlock to full dissolution. It’s our job to shoulder the legal burden, while you stay focused on running your business. 

• We build partnerships, and we defend them. Many firms only handle one side of business law: They either draft agreements or they litigate disputes. Our law firm handles both. This means we understand how partnership disputes unfold, and how a well-drafted partnership agreement could have prevented the problem in the first place. We can also advise you on protecting your interests going forward.
• Since 1987, we have seen nearly every way a Texas partnership can come apart. Deadlocks, buyouts gone wrong, a partner quietly taking more than they were entitled to – these scenarios are not new to us. That experience lets us tell you honestly and realistically what is likely to work for your matter, what is not, and what outcomes to anticipate.
• We explain what is happening in plain language, not legal jargon. A partnership dispute is stressful enough without also having to decode what your own attorney is telling you. We carry the legal weight of your case so you can stay focused on running your business, and we make sure you understand every decision along the way, not just the final result.
• We want to be Your Attorney. Your Team. Your Law Firm for Life.^TM We have represented Texas business owners across formation, growth, disputes, and everything in between, in some cases for decades. When your partnership dispute is resolved, we will still be here for whatever comes next.

Talk to a Houston Partnership Dispute Attorney Today

Whether your partner has stopped communicating, you're facing a forced buyout, or you're weighing whether to negotiate or litigate, the sooner you understand your options, the more options you will have. 

Call Hendershot Cowart P.C. at (713) 783-3110 or contact us online to talk through your situation with an experienced partnership dispute attorney in Houston. We represent business owners throughout Texas, from early-stage deadlocks to full dissolution.

If your partner has locked you out of the company accounts, is making decisions without your consent, or has stopped communicating, call (713) 783-3110 or contact us online to discuss your situation with our Houston partnership dispute attorneys.