3 partners in a LLC (restaurant).Can they sign a legal agreement between them with consequences for the person that breaks the rules ?

– staying with friends after 2:00 AM — social gathering with friends during working hours- drinking during working hours- giving away free drinks

Asked on June 11, 2009 under Business Law, Connecticut

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 11 years ago | Contributor

Absolutely. As long as you're not contracting for something illegal, you can contract for pretty much anything you want. A contract governing behavior on a worksite and/or the disposition of business assets (free drinks) is perfectly legal and probably prudent as well. Just make sure you think through all the different scenarios in advance to avoid unintentional loopholes; and since there are probably times when bending the rules is appropriate, you might also want to build in a clause that with prior notice to the other partners and agreement of 2 of the 3, the behavior is permissible. Alternately, you might allow each partern a certain number of "violations" per week, month, or year, or a certain dollar value of free drinks--the point is, if you can imagine that there are situations (a partner's birthday, for example) when you might want more flexibility, you should build in a mechanism to provide it.

You'll also want t make sure that none of the provisions violate or contradict the underlying partnership or LLC agreement. If you had a lawyer help you w/the LLC, you should probably have that lawyer either help draft your proposed contract or at least review it.


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