Partnerships are formed on a shared plan and dissolved when the plans diverge. When owners need to sell commercial property in a partnership dispute, the building is often the last thing everyone still agrees is worth something. A sale at a price all parties can see, on a date all parties can plan around, is frequently the path that ends the argument.
What a partnership dispute looks like in practice
The common version is not dramatic. Two or three partners bought a 60-unit property or a retail center a decade ago. One wants to sell and redeploy the capital. One wants to hold and refinance. One has stopped returning calls. The operating agreement requires a majority or unanimous vote to sell, and the votes are not there. Meanwhile, distributions have been suspended because nobody agrees on the capital plan, and the property manager is asking who has authority to approve a roof bid.
Other versions are sharper: a partner who died and whose estate now holds a voting interest, a divorce that puts a membership interest in the hands of a former spouse, a capital call that one partner cannot meet, or a managing member who has been making decisions the others were not told about. Buyout provisions exist in most operating agreements, but they require an agreed valuation and a partner with the cash to fund the purchase. When either is missing, the buyout stalls and the dispute continues.
Your options when partners cannot agree
- Buyout under the operating agreement. If the agreement has a buy-sell, right of first refusal, or appraisal mechanism, one partner may be able to purchase the others’ interests. This keeps the property in familiar hands, but it requires financing and an agreed process. Have counsel review the provisions before invoking them.
- Refinance to fund a buyout. A new loan on the property can provide the cash to redeem a departing partner. It works when the income supports the added debt and the remaining partners want to continue together.
- List with a broker. A marketed sale gives the partners a third-party price that can settle valuation arguments. The partners still need to agree on the listing, the broker, the price, and the eventual offer, which is where disputes often re-emerge.
- Sell directly to DCA. A cash offer with a fixed closing date gives the partners one number and one timeline to accept or decline. There is no listing period, no financing contingency, and no need to prepare the property for market.
- Hold and litigate or mediate. Courts can order dissolution or partition, and mediation can resolve deadlocks. Both take time and cost money, and the property keeps operating in the background while they proceed.
How a direct sale to DCA works in a partnership dispute
One offer, delivered to everyone with authority. We will present the offer to whoever the operating agreement says must approve a sale, and we are comfortable communicating through counsel when the partners are not speaking directly.
As-is, tenants in place. We do not ask the partners to agree on a repair plan or a lease-up strategy before closing. The property transfers as it stands.
Timeline you set. Typical close is 30–90 days. If a court date, a mediation deadline, or a buy-sell trigger is in play, we work around it.
Documentation we need. The operating or partnership agreement and any amendments, the current ownership breakdown, a rent roll, twelve months of operating statements, the leases, and the name of the attorney or attorneys representing the parties. If a court order or settlement agreement governs the sale, we need that too.
We do not provide legal advice. Whether a sale can proceed, who must sign, and how proceeds are distributed are questions for your counsel and the agreement itself.
See multifamily and retail for asset-specific pages. Related situations: inherited and estate property and need speed and certainty. The full process is on how it works.
Can one partner sell without the others agreeing?
That depends entirely on your operating agreement and state law. In most cases a sale of the whole property requires the approvals the agreement specifies. Talk to counsel before assuming either answer.
Will you buy a partial interest in the property?
We can discuss it. Partial-interest purchases are more complex and depend on the agreement’s transfer restrictions, so the more common path is a whole-property sale that the partners approve together.
Can you work through our attorneys instead of directly with us?
Yes. When partners are in dispute, communicating through counsel is often the cleanest approach, and we are used to it.
How are sale proceeds split among partners?
Distribution follows your agreement and any court order or settlement. We pay the seller entity at closing; how the entity distributes the funds is governed by its documents and your attorney’s guidance.