You built the practice with someone you trusted. Now they are moving money you cannot trace, making decisions without you, or telling you it is time to leave the group you helped create. That is a hard place to be, and you are right to take it seriously.
A medical practice partnership dispute lawyer represents one owner against another when the co-ownership breaks down: breach of the partnership or operating agreement, a partner who is self-dealing, a buyout that will not close, or a freeze-out that cuts you off from your own practice. The Law Offices of Parag L. Amin, P.C. (LawPLA) handles these fights for the owner's side in California. We do not represent patients, and this is not medical malpractice work. This is business litigation between the people who own the practice.
If a partner conflict is already live, the sooner you have counsel, the more options you keep. Call us at +1 (213) 293-7881 for a confidential conversation about where you stand.
Can you sue your practice partner?
Yes. When a co-owner breaks the deal or breaches a duty they owe you, you can bring a claim, and California law gives you specific remedies. You do not have to accept whatever they decide unilaterally.
Most partner disputes start in one of three documents: the partnership agreement, the operating agreement (for a practice organized as an LLC), or the bylaws and shareholder agreement (for a professional corporation). These set the rules for distributions, decisions, voting, capital contributions, and how someone exits. When your partner ignores those rules, that is a breach of contract, and the agreement itself often tells the court what should happen next.
Beyond the paperwork, co-owners owe each other fiduciary duties. In plain terms, a partner cannot secretly enrich themselves at the practice's expense or at yours. If they do, you may be entitled to an accounting, a formal process that forces the practice's books open so the money can be traced and divided correctly. An accounting is one of the more powerful tools in a partner case because it turns "I think something is off" into documented numbers.
Here is how the most common conflicts line up with the tool that answers them:
| The problem | The claim or tool | What it gets you |
| A partner is hiding money or self-dealing | Breach of fiduciary duty plus an accounting | The books forced open, the money traced and returned |
| A partner broke the operating or partnership agreement | Breach of contract | Enforcement of the deal you signed |
| You are being forced out or lowballed | Statutory buyout (Corporations Code 16701) | A valuation floor for your interest |
| The controlling owner is freezing you out | Injunction, accounting, and deadlock remedies | Restored access, and in some cases a supervised exit |
Two threshold questions shape everything that follows: what does your governing document actually say, and what has your partner actually done. We start there. If you want a straight read on whether you have a claim, call +1 (213) 293-7881.
When a co-owner breaches their fiduciary duties
If your partner is hiding money, paying themselves through side arrangements, or steering the practice's opportunities to a company they own, that is likely a breach of fiduciary duty, and it is one of the strongest positions a co-owner can litigate from.
California partners owe each other duties of loyalty and care. The duty of loyalty (rooted in Corporations Code section 16404 for partnerships, with parallel duties in the LLC and professional-corporation context) means a partner cannot compete against the practice in secret, cannot take a benefit that belongs to the practice, and cannot deal with the practice as an adversary while pretending to be a fiduciary.
Note that section 16404 is a state statute; the exact duties that apply to your entity depend on how the practice is organized, which is one of the first things we confirm.
What this looks like in real life:
- A partner routes payments through a management or billing company they quietly own.
- Distributions to you shrink while the other owner's compensation, perks, or "consulting fees" grow.
- New service lines, referral relationships, or a second location get set up under an entity you are not part of.
- The books get harder to see right around the time the numbers stop adding up.
We refer to this pattern as a co-owner who breaches fiduciary duty, and we litigate it as its own claim alongside the contract claims. For the deeper mechanics of these claims across all industries, see our page on a co-owner who breaches fiduciary duty. For how partner and ownership fights work generally, see partnership and ownership disputes.
Buyouts: forcing a partner out, or being pushed out yourself
Whether you want to buy out a partner, exit on fair terms, or resist an expulsion, the money almost always comes down to one thing, valuation, and California gives a departing partner a statutory floor for what they are owed.
When a partner leaves a partnership (the legal term is dissociation), California Corporations Code section 16701 sets how the buyout price is calculated for the dissociated partner. You can read the statute here: California Corporations Code section 16701.
In broad strokes, it values the departing partner's interest based on what they would receive if the business were sold or wound up as of the date they left, with adjustments. Practices organized as LLCs or professional corporations may follow their operating agreement or bylaws instead, but section 16701 is the backdrop that shapes negotiations even then.
The fight is rarely about whether a buyout happens. It is about the number. Common flashpoints:
- Capital account. What has each owner actually contributed and drawn out over the years.
- Accounts receivable. Money billed but not yet collected, which in a medical practice can be a large and contested figure.
- Goodwill. Whether the practice's reputation and patient base carry value beyond hard assets, and how much.
Expulsion is its own battleground. Many agreements let the majority remove an owner for cause, or sometimes without cause on notice. Whether an expulsion is valid, and what it costs the practice, turns on the exact language and on whether the process was followed. If you are being pushed out, do not sign a release or accept a first offer before you know what section 16701 or your agreement would actually give you.
Owners tell us this in plainer words: "they want me gone but they are lowballing the buyout," or "I want my partner out and I need to do it cleanly." Both are winnable positions with the right preparation. Call +1 (213) 293-7881 to talk through the number before you commit to one.
My partner is freezing me out. What now?
A freeze-out is when the controlling owner uses their position to squeeze you, cutting your distributions, locking you out of the books, or shutting you out of decisions, and California law does not let a majority run a minority owner into the ground.
Freeze-outs are common in two-owner and small-group practices because control and cash flow sit in a few hands. The playbook usually includes some mix of these moves:
- Your distributions get cut or stopped while the practice keeps running.
- You lose access to the accounting system, the bank records, or the practice management software.
- Meetings happen without you, or decisions get made and you find out after.
- You are quietly stripped of administrative roles or signing authority.
When two owners hold equal control and simply cannot agree, that is deadlock, and a practice can stall completely. Deadlock has its own set of remedies, up to and including a court-supervised exit or wind-down.
Here is the strategic point. A freeze-out is often not just pressure. It is frequently evidence. The same conduct that cuts you off, restricting your access to records, redirecting money, acting without authority, tends to line up with breaches of the operating agreement and of fiduciary duty. We use it that way.
The first practical step is preserving access and documents before more of them disappear, which is why moving early matters. If you are being frozen out right now, call +1 (213) 293-7881 today.
Who is even allowed to own the practice under CPOM rules?
Medical practices carry a rule that ordinary businesses do not, the Corporate Practice of Medicine (CPOM) doctrine, and it changes who can legally own the practice and how the money can flow. This is the piece that makes a physician partner dispute different from a normal business divorce.
Under California's CPOM doctrine, only licensed physicians can own a medical practice, and unlicensed people or lay-owned companies generally cannot own it or control clinical decisions.
The Medical Board of California explains the practice-structure rules physicians operate under here: Medical Board of California practice information. Because of CPOM, many groups run a two-entity structure: the professional corporation (owned only by licensed physicians) delivers care, and a management services organization (MSO), which handles the non-clinical side like billing, staffing, and equipment, sits alongside it under a management agreement.
That structure quietly shapes partner disputes:
- Ownership questions layer on top of ordinary partnership law. Who owns the professional corporation and who owns the MSO can be different people, and the answer decides who controls what.
- Payout fights get more complicated, because value and cash can sit on either side of the professional-corporation and MSO line.
- A management agreement that funnels most of the economics to an MSO one owner controls can itself be the heart of the dispute.
You do not need to master CPOM to know something is wrong, but your counsel does, because a partner who controls the MSO or the management agreement may be using it to tilt the economics. We map the structure first, then litigate against it. Questions about your own structure? Call +1 (213) 293-7881.
Dissolution, or one owner walking away?
When a co-ownership fails, there are two very different endings, one owner leaves and the practice continues, or the whole practice is dissolved and wound down, and picking the right one early can save the practice and a lot of money.
A single departure means a buyout under section 16701 or your agreement, and the remaining owners keep operating. That is usually the better outcome when the practice is healthy and only the relationship has broken. Dissolution means the practice itself ends: assets are liquidated or divided, liabilities are paid, patient care is transitioned responsibly, and whatever is left goes to the owners. Dissolution is sometimes the right call, particularly in genuine deadlock, but it is the more drastic path.
Which ending you should push for depends on the numbers, the governing documents, the CPOM structure, and on leverage. Sometimes the credible threat of dissolution is what makes a fair buyout happen. We help you choose a direction on purpose rather than drifting into the most expensive version of the fight.
One boundary worth naming: this page is about disputes between the owners. Selling the whole practice to an outside buyer is a different matter, covered on our medical practice purchase and sale disputes page. Claims by staff or employees belong on our medical practice employment disputes page.
How we work a partner dispute (AgileAffect)
Our methodology, AgileAffect, means we build the case in focused stages, act on the highest-leverage issue first, and keep you deciding with clear information rather than reacting to your partner's moves.
In practice, an owner-versus-owner matter tends to run like this:
- Read the documents and the money. Your agreement, bylaws, or operating documents, the CPOM structure, and the actual cash flow. This tells us what claims you have and what you are owed.
- Stabilize. Preserve your access, records, and rights before more of them erode. In a freeze-out, this often comes first.
- Pressure the real issue. Whether that is an accounting to open the books, a valuation challenge, a fiduciary-duty claim, or a demand tied to the buyout statute.
- Resolve or try. Most partner disputes settle once the numbers are documented and the leverage is clear. We prepare every case as if it will be tried.
We cannot and do not promise a specific result. What we do is keep the strategy tied to your actual goals, whether that is exiting with full value, forcing a bad-acting partner out, or holding onto a practice someone is trying to take from you.
If a field-specific detail matters to your situation, we point you to the right niche resource rather than guessing. For a med spa or investor-backed aesthetic practice, see med spa partnership and investor disputes. For a dental group, see dental practice ownership and buyout disputes. For the full landscape, start at medical practice disputes.
Ask LawPLA
Q: My business partner is also my physician colleague. Does suing them put my license at risk?
A: No. A partnership or fiduciary-duty lawsuit is a business dispute over ownership and money. It is separate from your medical license, which the Medical Board handles, and separate from malpractice, which concerns patient care. We keep the matter framed as what it is: a fight between owners. If a filing could touch a licensing question, we plan for it before anything is filed.
Q: My partner controls the MSO and says that entity owns everything. Is that true?
A: Not automatically. Under the Corporate Practice of Medicine doctrine, only licensed physicians can own the professional corporation that delivers care, so an MSO cannot simply own the practice itself. What the MSO does own, and how much economics its management agreement pulls, depends on the documents. We review the actual structure before accepting anyone's claim about who owns what.
Q: Can I get money out of the practice while the dispute is pending?
A: Sometimes. If your distributions were wrongly cut, we can seek to restore them, and an accounting can force the practice's finances into the open so improper payments stop. The specific relief depends on your agreement and the facts. The key is acting early, because access and records are easiest to protect before they are moved or restricted.
Q: How long does a medical practice partner dispute take?
A: It varies widely. Many resolve within months once an accounting or a credible valuation puts real numbers on the table, because clarity tends to drive settlement. Others take longer if a partner resists disclosure or the practice structure is complex. We aim to resolve on the best terms available, not to prolong a fight, and we will give you a realistic read as the facts develop.
FAQ
Is this the same as medical malpractice?
No. Medical malpractice involves alleged harm to a patient. This page is about disputes between the owners of a practice: contract, fiduciary duty, buyouts, and control. We represent the owner or partner side in business litigation, and we do not handle patient-injury claims.
What if my partnership agreement is missing or was never signed?
You still have rights. Where there is no valid written agreement, California's default partnership rules (including the Corporations Code) fill the gaps, and fiduciary duties still apply. A missing or vague agreement often makes an accounting more important, because the books become the clearest record of what each owner is owed.
Do I have to buy my partner out, or can I make them buy me out?
It depends on your agreement, the entity type, and leverage. Buy-sell terms, expulsion clauses, and the statutory buyout under Corporations Code section 16701 can all point in different directions. We assess which path gives you the better position and the better number before you commit to buying, selling, or dissolving.
Can one owner block the sale or dissolution of the practice?
Often, yes, at least temporarily. Voting thresholds in your agreement, deadlock rules, and each owner's rights can let a minority stall a major decision. That leverage cuts both ways, and it is frequently what forces a negotiated buyout. The specifics turn on your governing documents.
What should I do first if I think my partner is hiding money?
Preserve records and get counsel before confronting them. Save financial statements, bank and billing records, and communications now, because access can disappear once a partner knows you are looking. Then let your lawyer decide whether an accounting, a demand, or a filing is the right opening move.
Talk to a Los Angeles medical practice partnership dispute lawyer
If a co-owner is freezing you out, moving money, or pushing you toward the door, the worst thing you can do is wait and hope it resolves itself. Early, informed action protects your access, your value, and your leverage.
Protecting your business, livelihood, and legacy is what we do. Call the Law Offices of Parag L. Amin, P.C. at +1 (213) 293-7881 for a confidential conversation about your practice and your options.