You showed up and the locks were changed. The key card is dead, the email is disabled, the bank access is gone. The accounts you used yesterday are closed to you today, and the business you co-own is running without you while you stand in the parking lot.
A lockout is an emergency. It gets worse every day it lasts, for you and for the business and for the case that will follow. This is measured in hours and days, not weeks. The partner who locked you out is counting on the delay; the right move is to take that advantage away fast.
The first 24 hours
When the lockout happens:
Engage litigation counsel immediately. Lockouts typically require TRO and temporary injunction work, which moves fast.
Document everything. When the lockout happened, what you observed, who you spoke with, what was said. Contemporaneous documentation becomes evidence.
Preserve communications. All emails, texts, and other communications relating to the business and the lockout.
Identify what you can still access. Personal copies of business records, personal email archives, financial information that may have been shared.
Identify what you need. What financial accounts, records, locations, and operations you need access to.
Avoid confrontation. Do not attempt to physically re-enter premises that are locked. Do not engage in direct confrontation with the partner. Document the exclusion; let litigation address it.
Identify governing documents. Partnership agreement, operating agreement, shareholder agreement, employment agreement, buy-sell agreement. These define your rights.
The substantive claims
Lockout cases typically support multiple claims:
Breach of fiduciary duty. Texas partners owe each other fiduciary duties of loyalty, care, and good faith. Lockouts almost always involve fiduciary duty breaches, sometimes the lockout itself, sometimes the underlying conduct it conceals. See Fiduciary Duty in Texas Business Disputes.
Breach of governing documents. Most partnership agreements, operating agreements, and shareholder agreements limit the actions that can be taken without notice and consent. Lockouts often violate specific provisions.
Accounting. Court-ordered comprehensive review of business financial affairs. Particularly important when the lockout appears to be concealing financial misconduct.
Conversion. When the partner has appropriated business property, including the business itself, the conversion claim addresses it.
Tortious interference. When the partner has interfered with customer or employee relationships, or with your participation in the business.
Shareholder oppression (for closely held corporations). Minority owner claims when controlling owners have engaged in oppressive conduct. See Shareholder Oppression in Texas.
Texas Theft Liability Act claims when business assets have been taken. See Texas Theft Liability Act.
Declaratory judgment declaring your rights as co-owner.
The emergency relief
The principal emergency relief sought in lockout cases:
Restoration of access. TRO and temporary injunction restoring physical access to premises, electronic access to systems, and access to financial accounts and records.
Inspection rights. Court order enforcing statutory and contractual inspection rights to specific records and documents. See Expedited Discovery.
Restraint on unauthorized transactions. Prohibition on specific categories of transactions (sales of business assets, distributions to insiders, hiring or firing without consent) without court approval or co-owner consent.
Asset preservation. Restraint on transfers of business assets or accounts. See Asset Freeze Orders.
Receivership in appropriate cases. Court-appointed receiver takes control of business operations during the litigation when warranted. See Receiverships in Business Disputes.
Status quo orders. General orders preserving the business operations as they existed before the lockout pending resolution.
Texas TROs and temporary injunctions require the standard elements, probable right, probable injury, irreparable harm, no adequate remedy at law. Lockout cases typically satisfy these elements because the harm continues each day the exclusion continues. See Temporary Injunctions in Business Cases.
Information rights
Even before formal litigation, Texas business owners have information rights under their entity’s governing law:
LLC members. Under Texas Business Organizations Code section 101.502, LLC members have access to specific company records including the certificate of formation, the company agreement, financial statements, tax returns, and other items.
Limited partners. Have access rights under TBOC provisions specific to limited partnerships.
Corporate shareholders. Have inspection rights under TBOC corporate provisions. Specific procedures and standards apply.
Contractual rights. Many governing documents expand the statutory rights with specific provisions.
The inspection rights can be enforced through court orders when access is denied. Some of the inspection work may be addressed before broader litigation is filed; in other cases, the inspection rights are part of the broader lockout response.
Operational issues
The business continues operating during the lockout litigation. Several considerations:
Continuity of operations. Even when the lockout restores access, business operations may be disrupted by the dispute. Planning for continued operations during litigation is part of the response.
Customer relationships. Customers may need to be addressed during the litigation. Strategy on customer communication should be coordinated with counsel.
Employee relationships. Employees may be caught in the dispute. Communication and continued employment of staff require attention.
Financial controls. Restoration of access to financial accounts addresses immediate need but operational controls during the litigation often require negotiated or court-ordered arrangements.
Vendor and supplier relationships. Vendors with established arrangements need continued attention.
The broader resolution
Lockout cases rarely resolve with mere restoration of access. The lockout typically reflects a deeper breakdown in the relationship, and the underlying issues need addressing.
Common resolution structures:
Buyout. The most common resolution. One owner buys out the other’s interest in the business. See Forced Buyout of Business Partner.
Dissolution. When buyout is not feasible or appropriate, dissolution and winding up.
Operational separation. Division of the business into separate components.
Resumed cooperation. Rare but possible in some cases.
The resolution structure is shaped by the entity type, the business profile, the financial positions, and the personal dynamics. Most cases find resolution at mediation after emergency relief has restored access and discovery has clarified positions.
Winning the first week
Lockouts are among the most time-sensitive cases in business litigation, and we treat the first week as the case. The TRO and temporary injunction work in those early days sets the trajectory, so we pursue it hard while coordinating it with the larger business-divorce fight the lockout is really a symptom of. When the lockout looks like it is hiding financial misconduct, we bring in forensic and accounting work early, because the discovery that restores your access usually also surfaces the conduct that prompted the lockout in the first place.
A lockout left to sit for two weeks is a much harder case than one met the same day. Same-day response is the whole game.
Frequently Asked Questions
What can I do if my business partner locks me out?
File for emergency relief, typically a TRO and application for temporary injunction. The relief seeks restoration of access to the premises, restoration of access to financial accounts and records, prohibition of unauthorized transactions during the litigation, and preservation of business operations pending resolution. Lockouts often signal that the locking partner has been engaged in misconduct that is now being concealed, so the lockout response usually includes claims for breach of fiduciary duty, accounting, conversion, and similar substantive theories alongside the emergency relief.
What rights does a Texas LLC member have to access company records?
Texas Business Organizations Code section 101.502 provides LLC members with access rights to specific company records, including the certificate of formation, the company agreement, financial statements, tax returns, and other specified items. The exact scope depends on the LLC's company agreement. Members denied access often have direct rights to enforce inspection through court order. Limited partnerships and corporations have parallel but distinct access frameworks under their respective statutory provisions.
Can I be fired from a business I co-own?
Yes, as a practical matter, often. Texas does not generally protect employment status based on ownership. A controlling owner or majority can typically terminate the employment of a minority owner. But the consequences of the termination, loss of compensation, exclusion from management, denial of information, can violate the controlling owner's fiduciary duties and may support claims for breach of fiduciary duty, oppression (for closely held corporations), or breach of the entity's governing documents. The employment termination is often the first step in a broader dispute requiring litigation response.