How to End a Small Business Partnership – Small Business Show 174
6 Jun 2018 · 37 min
This is a podcast episode titled "How to End a Small Business Partnership – Small Business Show 174" released on June 6, 2018. It features hosts Dave Hamilton and Shannon Jean discussing the challenges and best practices around ending business partnerships, including communication, working agreements, valuation, and maintaining friendships. The episode includes sponsor messages and personal anecdotes from both hosts about their experiences with partnerships and business exits.
The Small business show episode 174 for Wednesday, June 6, 2018. Greetings, folks, and welcome to the Small Business show, the show that is BFA by, for and about small business owners. Sponsors for this episode include go, designer, go. We're@godesignergo.com SBS yes, you can use coupon code SBS50 to get 50% off of your first month of this great service. Also, simple Contacts, where@simplecontacts.com SBS you can enter SBS at checkout and get 30 bucks off of your first order. We'll talk about both of those great services in a moment. For now, here in Durham, New Hampshire, I'm Dave Hamilton.
And in Lafayette, California, I am Shannon Jean. How are you, sir?
I am good. We are, as we often do, we're recording this a little early because I'm actually going to be out on your coast while this episode's released. Yeah, but I don't think we're going to. I don't think I'm going to have time or proximity to get to see each other this time around, which.
Yeah, I don't think so. Yeah, I'm going to be running around. I've got this place I got to be. As you come in, I'm going to be leaving.
Oh, got it. Yeah, yeah, yeah.
The way it works, how it always goes.
Yeah, exactly.
Yeah, yeah, that's good. That's good. Uh, we're. We. So we made it to June. That's like officially about halfway through the year, right?
It's pretty. End of June would be halfway through the year, end of June.
Splitting hairs.
That's right. But yeah, almost halfway there.
I'm an optimist. I'm, I'm always, I'm always working to the, the year half over, you know.
Like, the concept of almost halfway there is, is one that can really be a good motivating factor. I. And of course, my family doesn't let me use it anymore because we did the, A number of years ago on vacation, we did the San Diego Zoo and we actually met with a, like a tour guide or whatever at the beginning. Like the guy at the info desk.
Oh, sure.
You know, and my wife said to them, hey, you know, I, we only have a day. I know we can't see the whole zoo in a day, but so tell me, you know, what, what we should see. And the guy took a minute and looked each one of us up and down and this was like, probably a retired guy. He's older than we were and clearly this was his job, but he Looked us each up and down, and he says, you can do this in a day. And then he proceeded. He pulled out a map and proceeded to draw what looked to be the most circuitous route through the San Diego Zoo with his marker. And there were like nine different things. He's like, do this, then this, then this, then this. And he said, I know it looks crazy, but from an elevation standpoint, this is the only way to get through the zoo, because you go up and then you walk down all day long. And he's like, this way. Trust me, it works. And he knew it. And so throughout the day, I kept saying to the kids, oh, we're almost halfway there. We're almost halfway there. And finally after, like. And it did, like, they just took it initially, I thought. I knew I was joking the whole time, but it was a very interesting study in human nature almost accidentally. So I. I kept saying it all day. And finally, like, you know, it was maybe three in the afternoon. We were out of there by like 4 or 4:30. And the kids are like, you've been saying it's almost halfway there for all day. Like, when are we going to hit the halfway point? Like, oh, we hit the halfway point hours ago. You know, it's fine. But that concept of almost halfway there, just, like, it's powerful. It's powerful communicating to people that, yes, we are making progress, even though it might not seem like, even though there's so much more to do, that somehow there's progress happening. And I suppose we could break this down into systems versus goals, because, like, we always like to. But that, like we were saying last week, you know, the benchmarks, something almost halfway there. Just that concept is a good thing.
So I agree, and I've used it a lot at work when we've had massive projects and, like, the parking lot was full of pallets and the truck, if you have to unload and this and that, always be like, yeah, we're almost done. We're. We're halfway done. You know, let's keep going. We're going to be this and that and. And it. It's. I think it's that, like, we talk about often on the show as well. That concept of you're kind of creating. You're. You're training your brain, you know, or just creating your own reality there, that, hey, we are. We're, you know, we're. Even though, you know, you're way from being halfway done, you just keep telling yourself. You just keep telling yourself that, and you're telling. I often thought oh, I'm just doing it to keep everybody going, to break the ice. But I think, really, I was telling.
Myself, you're programming, selling, going.
Yeah, yeah, yeah. I have my little anecdote. My son is. Is painting our garage here to make some money this summer.
Okay.
And. And I keep telling him, he started the minute he put the brush to thing. I'm like, hey, you're almost done. I said, you know, you don't have that much longer to go. And he's like, when do I get paid at the end? Well, yeah, yeah. I said, well, look, I tell you what, I'll.
I'll.
We'll split it up just like a normal contractor. You get this side done, I'll give you a little bit of money, you know, you get this side, you know, so it was just kind of funny.
That's great.
They brought that up.
Y.
But, hey, yeah, you know, before we're.
Five and a half minutes into the show here, I want to take this opportunity to talk about our sponsors, because I think it's a good spot to do it. And then we have this other conversation that we can just sort of flow with. But before we get into our sponsors, I want to say something. You know, it is our job in terms of the relationship we have with our sponsors to tell you about their service and encourage you to check them out. That's where our concerns end. Once you go to their website and check them out, whether you buy or not, that's between you and them. We, you know, we can't control whether you need graphic design services or contact lenses in this. In this scenario. But it is up to us, and we are monitored by how well we do, encouraging you to check out our sponsors. So that's it with that. We're going to do our level best to keep our sponsor spots as short as we are allowed to do as short as we are contracted to do. We generally go way long. But we're going to do our best, not only in this episode, but in every episode, to keep them short so that you can take that extra time we would have spent and you go and visit them and fill in that other half of the equation. So. Sound like a deal? Are we on a deal here? Is that good?
Sounds like a deal to me.
Cool.
Yeah. And I, you know, I would say that really real quick. You know, our goal was to do this show is because we love talking about this stuff and we want to give back, but we're also business guys and we're motivated by things which, some of which is Capital and earnings, even though it could be relatively small, I always make that comment. Hey, 50 bucks or 500 bucks can change your life. Having a benchmark of success, number of listeners, that kind of thing. Your feedback on the support group is awesome. Emails and the sponsors too. That sponsors want to put their products and services on our show makes me feel great and makes, and motivates me to, you know, sit with, sit here every week and do the show.
Yeah.
Great.
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Yeah, that's good. Right on. So today I want to talk about partnerships and ending a partnership when things don't quite work out. And I have a personal reason for wanting to have this discussion because I'm going through this right now. And we chatted a little bit about it last week. I thought, well, let's just. We'll do it on the show and I'll talk about as much of it as I can. And generally speaking, everything's cool. But I've learned a few lessons with this one. And, you know, basically, you know what happens when things don't work out. You know, you've gone down this road, your things aren't going the way you expected them to. You've tried to be flexible, you're trying to make changes, but at the end of the day, you know, there's a problem with the partnership and you're not able to do it. How do you end things in a civil manner that doesn't cost you, you know, what, a ton of money, Frustration, perhaps a friendship, you know, that kind of stuff. So I want to talk about that today.
Yeah. Very cool. Yeah, yeah. I'm, I'm, I've. I know you've ended partnerships, and I know you're going through it right now. I have ended them in, and some of them have turned into great lifelong friendships, and some of them have not. Yeah, yeah.
And sometimes, you know, the ending is okay. Things have a lifespan. I mean, there's certain.
Right.
Businesses that run. I mean, you and I worked on one, Dave. We ran a company for about 10 years, and then kind of when it, you know, got to the end of its lifespan, it's like, okay, well, we won't do this anymore. But Then, you know, you stay in touch, you're still friends, and you wind up doing other things down the road. So, you know, so in my case, it's a, it's a little different. I'm. And I'll give you a little bit of background, general stuff. A partner that I've done business with for years and a super talented, great guy. I consider him a very good friend. And we've done a lot of different things together and been very successful at it. And we had this opportunity to start a new business about a year ago and to each take on a different role than perhaps we had done before in our previous business ventures. And because I had all that back history, I made, you know, one of those judgments that now I kind of regret is, you know, I never sat down and created a working agreement like I preach on this show over and over and over because I figured, well, you know, we work together so well, this will be fine. And, and it, it turns out that because this was using a different set of skills for, for each of us, it didn't really work out. It didn't really work out fine. And so now we're, we're at the point where we're, you know, we're dissolving things. And, and fortunately I did some, you know, really soul searching here. How am I going to do this? I don't. I want to protect our friendship. And that's what I told him. The first thing I said, hey, we've been friends for a long time and I don. Think it's working out and, but I don't want to destroy our friendship, the process, but I don't want to do this anymore. And maybe unsurprising a little bit, he agreed. He was very frustrated and he knew things weren't working the way that we had expected them to. And the pers. We each had a different perspective, perspective on how things were going to work and who was going to do what. And he had offloaded part of the business to someone else that I wasn't aware that that was going to happen. So it kind of changed the dynamic a little. So the thing I've learned so far is it's all about communication. And you know, one of the first things is, you know, is your partner aware of the problem?
Right.
Do they even know that there's a problem? Are they just happy? You know, things are working fine, you know, and even if I, you know, I mentioned to you here before we start talk on recording is I blew it by not having the working agreement because I wasn't able to just kind of pull it out and go, hey, can we go back and revisit this? Because what had happened is as things on his end started falling apart, I had to step in and pick up the slack and do certain things that I had not agreed to do. And I would have liked to have been able to point that out a little better in writing. But thankfully we have a good relationship and it worked out okay. And he kind of agreed with that and getting that agreement with your partner that, yes, there's a problem and can't, I mean, can you even communicate with them if you can't communicate with them? That. That's a whole nother story.
Right, right, right. Well, that, Yeah, I mean, you've, you've pointed out two very key parts of this. Right. Number one is, is that working agreement would have sort of given you, even though you talked it through. There's something different about seeing it on paper. Like, I, I just had a, I just had a conversation before we did the show with Adam, our, our programmer here. I mean, he does a lot of different things. He's the host of a podcast and all kinds of stuff. But, but it was a thing about programming and we talked through some of the stuff that we needed him to do actually for our, our one of our in house engines that manages all our podcast ads. And we talked through it and then it was like, okay, cool, let's take some notes. Only because you're not going to work on this next, right? You know, you've already got something you're working on, so let's take some notes. But the process of putting those notes down, it was like, oh, hey, we didn't think about this, we didn't think about that. And it's like, well, I would have thought about that when I was coding it. And chances are, yes, he would have. Like, these were some obvious things, but still putting them down kind of, if nothing else gives us both a scope of, oh, this might be a little bigger than we thought. But it also keeps us from forgetting those things. So there's the, like, that's one part. Is that working agreement for anything you're doing as soon as I, for me, as soon as I write it down, it becomes, I want to make it more real. Like my brain goes into, oh, let's do this the right way mode as opposed to. Yeah, yeah, okay, cool, I got a podcast. All right, bye, bye, bye. You know, and then, and then we're done. The second part is the, your partner's awareness of the problem Right. It's like you going to him and saying, hey, this is. I'm frustrated. And him saying, I'm frustrated too. Right. Like, that is huge. And so it is, it is. You can't get, you won't get that with everyone, but I think I feel like you'll get it more often than not. I just went through three years of a lawsuit detaching from a business partner that I'm really not even detached from. But there was a lack, there was a disconnect in terms of the level of frustration that was being experienced in working together. And so it was a surprise when I said, I'm frustrated. And also, it sounds like your approach was, was the right way to go about it and say, look, let's have a very adult conversation about this. And hopefully that can be the, you know, that can be the end of, of that part of it. So. Yeah, right.
If, if you're not able, I mean, if it goes one way or another, you know, I knew he was frustrated too, because I kept writing him going, hey, these mistakes cannot happen. This is. We, we cannot do this. And this was kind of a side, you know, business and just kind of getting going. And we had some pot.
Great.
And I kept saying to him, hey, if this was our business, we would have solved this problem already.
Right.
And it's indicative of there's. You're not paying enough attention to solve this issue that we're having over and over and over. It's a systemic problem, not just a one off and, you know, so lots of frustration. So when I brought it up, I could almost hear the relief in his voice going, I agree. You know, I know there's a problem, and so that's one thing. So if you can each manage this from a point of mutual desired outcome, like, he didn't want to have to hear me complaining anymore.
Right.
And telling him, this can't continue. He didn't want that. And I could not build a business without a strong foundation that I could trust. And I didn't want to have to keep telling customers and keep apologizing to customers what was happening. So both of us had a, a mutual desired outcome that we wanted. And, and so it's going to be fine. But if you can't talk, then, then, you know, you might have to get your, you know, the lawyers involved, which it's true, I don't like and usually make things, it can make things more difficult, sometimes more expensive, but it may be your only solution. But alternatively, I would suggest that, and I've done This in the past, too. Is there someone else? Maybe there's a. A third party that knows you both or was an advisor to you both that you both trust, Somebody that could maybe play mediator to help with communication. Someone who both of you would think, hey, they're not going to be on one side or another, but they're going to try to continue to keep us talking. I think that is a great way to do it before you decide to have to get with the attorneys.
And I would also say kind of in a separate direction from that is, you know, I consider myself a very loyal person. And I think most business owners have. Are loyal people, right? I mean, you're not able to create a business out of nothing without loyalty and commitment to something. Right. And invariably that loyalty sort of spills. The borders of it get very fuzzy because you have loyalty to the business. You have loyalty to the people that you work with, either your partners or your employees or whatever it is. And early on, I had real trouble separating those two things. And I was in a scenario where this was at the computer nerds business down in Austin. And I had helped Lee, my partner, and I was a junior partner. He had started it. Then he brought me in, and I'd helped him kind of build things up, and we did a lot together, but we were both experiencing. We got to a point where it wasn't so good anymore, and we were experiencing some frustration, but we'd also become friends in that process, and we developed trust and all of that stuff. And my loyalty to him convinced me, without even thinking about it, that I needed to remain loyal to the business. And that frustration was mounting in both of us because it was. Us continuing to work together was not a good thing. Right. Just because of the way he wanted to run. We wanted to run things in two different ways that happens, which totally happens. Yeah, it's totally fine. And he was the one that wisely sort of identified this and said, I think we need to split. And at first it was like, oh, my God, he's breaking our trust here. Like, we're loyal to each other. I can't believe he's saying this. It's like, well, wait a minute. No, he's right. We do need to split. Like, this doesn't work. And it's not a disloyalty. It's just recognizing where we are here. And the best thing for the business and for each of us individually was exactly what. What he suggested. And the good part was the loyalty between the two of us allowed us to very easily Negotiate an exit and all of that good stuff. So it.
That's great.
Yeah. Which was totally fine. It was. And it was, you know, and we're still friends. And I think of the whole experience positively, like, there's no bad taste as I'm even telling this story. But at the time, there was a huge bad taste. It was like, wow, I feel like I've been betrayed. But no, he was just being very practical and saying, we need to split this. Like, before it kills everything that we're doing here. We just, you know, we need to split it. It's like, oh, yeah, yeah, you're right. Okay. Like, this is my first time doing this. Hard pill to swallow, but sure, you're right. Yep.
Yeah. And I think that that's a really great point. And, you know, in the. If you. If you look back to when you were just starting this company with this person, you got into the business with them for some reason, you know, you respected their knowledge, your friendship, whatever, whatever. And I think you. If you look back, you need to. To that and say, wow, you know, this person maybe, who's really been frustrated me lately, who's disappointed me lately. You know, you need to be respectful and treat the other person really like you would want to be treated. It sounds like a cliche, but it really does work, and it can help. You don't want to let kind of what's going on cloud your judgment about how things have gone up till that point.
Yes.
Right now, you've had a lousy partnership from the beginning. That's another story. But if you've had some success or some backstory about something, it's important that, hey, this is to your point, Dave. You know, this is this one moment in time. We've had a great run, and now there's some. Something coming up that makes more sense for us to split up, and you have to kind of get into a place that you're not angry or you don't let that disappointment show. It'll really make things go easy, easier. You know, you can't have that animosity, but you got to put that stuff aside.
You do. Even when it doesn't go well, you have to put the animosity aside. It's just. It's not worth carrying that with you every day. There's better things to spend your mental energy on.
Yeah. And we've had this. We've talked about this concept before when working with customers, trying to get on the same side. Right. If you've got a customer service issue or you've got a problem trying to get. Making the customer understand that, oh, we're both in this together. We're on the same side of the table here. It's not me against you trying to push back or whatever. We're going to fix this together. And I would suggest that that's the same. A successful tactic that you can use when dissolving a partnership is, again, hey, we're going to figure this out together. Now, it may be that, I mean, in my case, we decided, hey, let's just dissolve this. We'll liquidate this inventory that we have and we'll call it a day. We split up some things and it's okay, I'm going to keep this. You've built up these social media this, you can have that. And it was very simple because we only rented for about a year. But if you've got an entity that's bigger and you've been growing for a long time, are you going to stay and continue in the business or. Or are you leaving? Is. Are you giving it up? So someone's going to have to potentially get bought out. So you're going to need to get your business evaluated and put some kind of value on it. So it can get very sticky. And you're going to need some advisors. And that's where you'll have to talk to your attorney. Usually if it's a corporate thing, your attorney is representing the business and they can't represent either of you because they're focused on the best interest of the company. And they can probably recommend someone that you get to, but you're going to need to look at the whole thing. And I've had it on both ends where I bought partners out when we've decided, hey, this is great, but it's time for. Or someone who just said, look, I want to go do something else. And I think you've had that too, Dave.
I have.
Which is fine.
Yeah, which is fine. It's fine.
Yeah. It's just a fact of like, okay, you're not interested anymore. I am interested in continuing the business. How do we come up with a value and a method to pay you out or get, you know, for your share of the ownership of the business. And I've been on the flip side. We're walked away.
You know, I would say when it. When it's time to evaluate the business, stop and listen before you suggest bringing in someone to evaluate what it would cost if some third party came in and bought the business from both of you. Right. Because each per. Because I'VE been through this twice. Once that I just described where I was the one being bought out and he was continuing with the business. And I've done exactly the opposite where, you know, I bought a former partner out actually a couple times. And in all of those occasions, there was never a discussion of what's the business worth? Maybe there was, but it was more what do, what am I, what is the person who is leaving? What are they giving up? Right. And, and it was, that was a much easier way to answer that question and a fair way to answer it. Right. Because everybody knows you put a, put.
A value on that. What are they giving up?
What are they giving up? And it might be, well, you know, like I, I had one partner who was looking at it. I've actually done it in a couple of different ways. But you know, I had one who was looking at it like, well, you know, this business supports me and, and pays me X and you know, does this. And it was like, okay, and, and he says, he said, I, I need that. I, you know, I would like that to continue. So it was going to be like an earn out. It was what he said, okay, cool. So the only question was how long should that continue? And that was a really easy discussion to have. It was like, well, we had built and it was a kind of a cash cow business anyway. So it wasn't like we had a huge amount of, of, you know, like we didn't own buildings or any assets. Yeah, exactly. I mean, we had some assets, but even still, those assets, we were using them to, you know, to cash, to, to generate cash. So I was like, okay, well how long should this continue? And, and that's where the negotiation was. And it, I mean, we did it over lunch. It was very easy. It was like, okay, you know, should it be 10 years? No. Okay, should it be five? No. You know, and then it was, okay, should it be. And I think we came to something like three years. And then something else happened and, and we wound up changing it, you know, through the course of it. But we'd already had this foundational discussion of, here's how we are choosing to value this between the two of us and we both feel okay about it like that. You don't need an attorney to say that's a good idea. I checked my attorney.
You want to stay away from it.
Yeah, I checked with my attorney after we had negotiated it. I said, hey man, you know, we need to put this a contract, so I need you to do that. But also, am I crazy? Like, you know you're my attorney, so tell me if you think I'm making a stupid choice. He's like, no, this makes perfect sense. He says there's no one right way to do it, so just talk with each other and listen. And I did the same thing when, when I was, you know, bought out of Computer Nerds. It was like, okay, you know, he didn't have the money to buy me out with cash. So it was like, fine. It was an earn out. And how long should that go and how's that going to work and what's that look like? Very easy. Yeah. Yeah.
And I think that's pretty, very common that, especially in small business where someone's leaving or whatever and then the business may not have the capital to buy them out right away. So you're going to have to come up with some kind of earn out. So either if you're the one leaving or you're staying, it's in both of your interests to communicate and negotiate, you know, fairly to one another because you don't. Well, you can't bankrupt the business because, you know, you'll never get anything out of it.
You'll never see the money, right?
Yeah, you'll never see it. You can have the best contract in the world, but when the business, if the business goes under, you know, you're not, you're not going to get anything.
Right.
On the flip side, I would say, and I've been in a position before where just being able to walk away had such value debts I left for a dollar. It was one of those things where after trying to do. And we don't have enough, there's not enough hours in the day to go into the details of that deal. But many, many, many years ago, and I was involved in a company that I had put a long time into building and a lot of my effort. But at the end of the day when I realized that, you know what, just being able to leave is priceless. And it took me a while to get there. It took me, you know, after trying to negotiate for a few months of what was going to happen and how things were going to do, and I realized, you know what, I'll just leave. You can have it. And it was great. It was one of the best decisions I ever made. Really hard at the time. But when you think about that going back to what mutual desired outcome and what I wanted was to be free of tremendous liability and free of working with people that, that I no longer trusted. Walking away was really the best thing I ever did. Yep.
There is value in that. And it's. You're right. It's super hard in the moment because you can easily convince yourself that, oh, look, you know, I, I spent all this time, I built this thing, I should have some, you know, and, and the process of doing that can consume you in, in a way that keeps you from being productive about the other things you need to do. Yeah, for sure.
Yeah.
Yeah.
It took, it took a third party to really point out.
Interesting.
That, look, just leave and you can do this again and you'll do it better and, you know, it'll have another opportunity and this kind of thing. But like said in the moment, you're just like, wow, can I do it again? You know. Yeah. And, and so leaving is great. And, and also so once you're. If you do leave and you're able to start something new and get some going, it's a very powerful feeling and it's priceless. It really is. So I think all of this stuff comes back to communication. Trying to work things out, obviously, before you have to dissolve a partnership is better for everyone. And it may. I have businesses that I have partners in that I never talk to because they've kind of shifted their roles out and I have other people doing things and they make a, you know, a little bit of money, but nothing like they would because they're not involved on anybody else.
Yeah, right.
And that's okay. Right. They helped at a certain time. Like, hey, you know what? I can't be an active partner, you know, anymore in this. But, you know, that kind of thing. We hang out and, you know, we meet, but communication is key. Keep working on it. Treat each other with respect, try to keep the lawyers out of it if you can, until the end when maybe you need to have a contract because. And I really like your point about the business evaluation. I would say you're always going to pay more when you have to have someone come in and value it. Unless there's a ton of debt or something like that, or maybe the partner that's.
Yeah, there's a level of complexity to a business where that's unavoidable, Correct? Yep.
Yeah. But if it's a strong business, you know, and you guys can come up with a way to cash flow it out and pay it out over time, it's really the way to go.
So, yeah, if you can come up with a plan, if you can come up with a plan that you both like, then that's all that matters. That's it.
And then that's it. Keep your friendship, and you won't have to hide from this person forever or vice versa. And you'll be able to talk. And you just never know where things will go. And it's one of those bridges that you really don't have to burn. It's just part of doing business. And if you're doing business over a long period of time, this stuff is going to happen. So be prepared for it. Have a really good working agreement with an exit plan. What happens, happens. You could put that right in there.
Oh, you have to describe what the divorce looks like. That's right.
Yeah. What's it going to look like? And. And it's almost like your prenup. And agree, you know, in. In some basic form, what you're going to do when. When things go if. If they go south. So it's good. I appreciate you listening to me so I could talk through this and, you know, revisit this and I'll keep you posted on how things work out.
Yeah, man, I think. I think it sounds like you're going to be all right. I mean, the fact that the two of you are actually in agreement, even though it wasn't a mutual idea, you brought the idea to him and he said yes. So, like, that's a good sign. A really good sign. Yep.
Yeah, I think so. I think so. So tell. Tell us your story. You know, we'd like to hear from you folks that are listening if you've had a partnership go south or you've handled things a certain way, you know, feedbackusinessshow. Co or come to the small business support group@businessshow.co. facebook and your expertise or your story. We'd love to hear from it.
Thanks so much, everybody. Yeah, it's been. It's always fun getting together and getting to do this every day or every week, I should say. It's not every day. It's not every day we get to do something like this, folks.
Nobody wants to hear from us every day.
No, no, no. Some people unfortunately have to. It's just how it goes.
That's right.
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