“I am a co-founder/member of a Delaware/Illinois LLC (PAS LLC) with an exclusive software license, and my US partner (Premiertek) has abandoned the venture while refusing to dissolve or exit, effectively blocking my business in the US. I have documented evidence of breach of contract, bad faith conduct, and potential misappropriation of software/IP. I wish to regain US market access and am considering litigation. I am exploring injunction relief, dissolution for deadlock, and damages claims. What would be the best enforcement path to achieve control at minimum cost, and how do I preserve leverage?”

I would also like to understand how strong my case is, and what I should do now, after I have given a final deadline before I have said to take legal steps (in two hours) It seems that they other party is trying to have a "pissing contesT" ifyou know what I mean

Hi, not sure how this works, so paid the service fee and a few to you. Thought this would be an instant chat?

can we do Zoom, or just chat?

Basically, this is now a governance and intellectual property enforcement case involving a US-Norwegian joint venture (PAS LLC). My company, Digis AS, contributed core software IP and development, while our US partner (Premiertek LLC) funded initial contributions. After we accused Premiertek of breach of contract, they abandoned the venture while refusing to dissolve, buy out, or allow market entry, effectively blocking Digis’s US business under an exclusive license. We have documented evidence of bad faith conduct and misappropriation of software, and we seek to enforce our rights through litigation, including injunctive relief and damages for blocking Digis’s business, misuse of authority, breach of fiduciary duties, and IP misuse, with a clear path to recovery against a solvent counterparty. I have 5 weeks of paper trail and now given them a deadline (expires in 1 hoour) where I presented a settlement proposal. They didn't formally rejected it, but it seems they are in freeze mode, thinking it costs too much for me to enforce. I have been offering a settlement proposal, and offered good faith negotiations but they are just blocking it; TODAY (pre deadline) In light of your response, as PAS Manager, I have no reasonable alternative but to end these costly and non-productive negotiations. PAS as an entity shall remain without further operations until I determine otherwise. We will not be responding to any further communications directly from you. Given the lack of progress in direct negotiations, I do not elect at this time to invoke the arbitration provision in Section 14.15 of the OA. We will respond to your counsel if and when your counsel files suit in a court of law with jurisdiction over the subject matter, as set forth in Section 14.15 of the OA, and we are served with service of process. Please be aware that we will be debriefing our litigation attorney and will fully be prepared to have a swift and meaningful response.

This I replied: Jason, Your email crossed with mine. My email was intended to offer a clear path to further respond to what you put forward last night, and to create a final opportunity to engage meaningfully before escalation. I remain open until 22:00 CET today, as stated, to discuss the settlement proposal in good faith. The lack of progress in these discussions has not been due to a lack of willingness on my part, but due to your refusal to discuss the current situation and our concerns- for weeks- and to araddress the specific terms and rationale provided. For the record, I have consistently stated since Monday that “all options are on the table” and let us know your desired terms to operate PAS when Digis would exit the venture. Instead, what came were deceptive options accompanied by legal pressure, attempting to force “Option A” in a form that would have restricted my rights in the US in ways that dissolution would not have. This was not a genuine attempt to resolve. For the record: I have invited you to challenge the rationale behind the structured settlement proposal in good faith. It is also on record that you have effectively abandoned PAS, stating “we don’t have the system anymore,” “we are not planning on using the core product to develop any further or go to market in the US,” and “we are simply not willing to do so and do not see the opportunity any longer.” Two weeks ago, you stated, “we are simply not excited about investing or developing this product further.” It is your duty to step back from this venture rather than block Digis and continue to harm my business interests. If you do not intend to continue, it is your obligation to confirm your withdrawal or take appropriate steps to allow Digis to proceed without obstruction. Your current stance, refusing to engage while blocking PAS from moving forward, is further proof of our claims that you are misusing your sole authority for your own purposes rather than exercising it for the benefit of PAS and its Members, as required. This authority was granted to you under the Amendment, the very agreement you are now breaching by using that authority to block, rather than uphold, PAS’s obligations and purpose. I strongly advise you to carefully review your current position with legal counsel before the 22:00 CET deadline expires. Separately, your statement does not affect my Member rights under the Operating Agreement. I will continue to exert those rights, including rights to governance information, financial statements, and confirmation regarding Premiertek’s access to the PAS codebase. Unauthorized access or misuse of Digis’s intellectual property remains an active issue that requires immediate clarification. If you choose not to engage by 22:00 CET, I will proceed to protect my rights fully, including through litigation and enforcement. For the avoidance of doubt, proceeding to litigation will necessarily increase the cost and complexity of resolving these matters, and with that, the settlement figure I would be willing to accept will also be significantly higher. The current proposal represents a good faith, discounted opportunity to resolve this efficiently, which will no longer be available once legal proceedings are underway. Gerwin Quak Director, Digis AS

isnt' that contradictory though, not invoking arbitration because we are not able to fix things alone? they problem is, they have unauthorised access to the code under a Exclusive License, which has been my contribution to the venture

they tried to copy it and develop a solution outside our venture, justifying it with "we paid xxxx" and after the fact, we are not satisfied with what we got, however, nothing in the agreements is on their side, they never failed a claim and we signed the attached Amenment few weeks back even

so, he doesn't want arbitration, because it will expose everything. The same with not withdrawing: the OA states that upon withdrawal, I can choose whether I want to buy their shares, as long as I accept third party appraisal. The problem for them is, that the appraisal will reduce the buying price because of breach (it states in the OA)

What I need to assess now, is what I can get out of it by letigation vs setteling at a lower number (and be the first to blink). I don't mind that they will have continued access to the code as long as they pay (it's a MVP) but the value has been in the Exclusive nature of the agreement. The exclusive license is about my core software + a top layer that is developed in our Joint Venture. I just need the core software rights back, and then they have commercial protection over anything that was developed together, so they retain value. I don't know what I maximum can get out of this, in addition to having the exclusive software back. They offered me, under legal threats, 80k but with continued exclusivity. Reasonable counter offers were not even responded to. They have denied any type of communication, but by sending enforcement letters and hard deadline, I had them engage and communicate on record and make mistakes

You say: "file"- But what will it cost me at minimum, and will it then have them fold, or will they just continue to posture defensively? Because I would need to start a law suit right, to get the injunction? I can't just file for an injuntion only? So what makes the situation different before and after letigation starts? Once started, would I then just add more to the settlement (legal fee, personal stress, damages, etc). How can I determine what I at maximum can get, in order to analyse whether I should try to offer a lower settlement or first litigate and perhaps even go all the way to get a big settlement?

It's a bit unclear how this works, how much time I paid for, but again, if we could perhaps do a quick zoom or something, then I can get the guidance I need and decide on the next route

ok, they last minute offered ME, their shares for a x number, so I wonder if this was a hint towards what they would be willing to pay me. In this case, it's not really a case where I can show damages, other than lost opportunities; they are basically just blocking me (and themselves) to operate my own software in the US, as per the license. I think this is maybe what they are betting on then. They know they are wrongfully acting, but also that it will cost me a lot to stop them, without anything extra result than getting my legal fees compensated (as per OA) is that about right?

So, I guess they hold some kind leverage after all, and a case based on contigency basis will not work because there is not much to get. We are basically just damaging for ourselves. The question then becomes, how can I move them and get them to be reasonable. However, is my case is strong enough, how much would it typically have to cost me, to file stuff and more or less force them to resolve this? Then, I could calculate where their sweetspot should be. Maybe the opening in the conversation could be to recognize their leverage and give them a bit of a win, instead of being aggresive. Any thoughts?

Thanks. I'm trying to think if the current situation would allow me to rather dissolve the Joint Venture, which means I get my license rights back, and can still file injunction from my Norwegian entity against them as former Member. Then the stake is not; after legal enforcement things get more expensive (it's hard to make that claim if there are no actual financial damages) but about losing everything. If I have proof they have already abandoned the partnership, would I be able to rather decree the venture gets dissolved?

I'm thinking of sending this. The idea would be, that it's likely that the business will be dissolved based on the fact of the matter, and that they lose everything, whereas my company gets all rights. I know that they will not want to walk away from a $300k investment, so the best thing is to settlle and ask them to come forward with a fair offer? "Dear Mr. Markowicz, This letter serves as formal notice that Digis AS intends to proceed with filing for judicial dissolution of PAS LLC and seek injunctive relief unless immediate corrective action is taken. Grounds for Judicial Dissolution Under 805 ILCS 180/35-1 (Illinois LLC Act), judicial dissolution is warranted when it is “not reasonably practicable to carry on the business in conformity with the operating agreement.” Your communications and conduct confirm: PAS’s operations and development have been paused indefinitely under your directive: “PAS as an entity shall remain without further operations until I determine otherwise.” You have refused to fund, operate, or advance PAS while simultaneously refusing to dissolve or withdraw. You stated: “Operations & Development has been stopped, however the Company is operating under normal procedures under the OA.” You continue to assert sole manager authority while refusing to act, resulting in deadlock. You have ignored governance questions and accountability requests since June 10, 2025. You and your partners have admitted: “We don’t have our platform anymore.” “We are simply not excited about investing or developing this product further.” “We are deploying our investment dollars elsewhere in other projects. We are not planning on using the core product to develop any further or go to market in the US. I hope that helps clear that up.” You have made repeated complaints regarding product readiness while refusing to take corrective action or proceed, confirming abandonment. You have offered coercive “options” designed to extract Digis’s rights while maintaining PAS in a frozen state. Further, you and your representatives have explicitly acknowledged development activities outside the agreed frameworks, including statements such as: “Finished HW bridge... About to do the front end and do testing next week on everything...” “PAS has been left with no other path than to disengage with Digis and develop the product in-house.” (May 30) “Nowhere says that we can't do it internally... We can argue that fact.” These statements confirm that despite PAS’s exclusive license, Premiertek, which is not “in-house” to PAS, has no legal access to or right to develop the Core Software independently. As Manager, you have failed to take corrective action to stop these unauthorized activities, further confirming breaches under the MSA, ELA, and your fiduciary duties under the Operating Agreement. Moreover, Digis AS has for weeks requested clarification from you, as PAS Manager, and from Valerie Barton, as co-drafter of the agreements, regarding these unauthorized activities and your position under the Operating Agreement and Exclusive License Agreement. These requests have been met with silence, further confirming your refusal to address governance issues and your ongoing misuse of authority while blocking Digis’s rights. These admissions collectively demonstrate: No operations. No funding. No development. No dissolution or withdrawal. No compliance with governance. No clear forward plan. Despite claiming to operate “under the OA,” your refusal to act prevents PAS from achieving its business purpose of commercializing the Core Software in the U.S., confirming that it is “not reasonably practicable” to continue PAS’s operations under current conditions. Judicial dissolution is therefore justified and highly likely to succeed. Liquidation Process and Waterfall Priority Upon judicial dissolution, PAS will enter a winding-up (liquidation) process under court supervision. Pursuant to the Operating Agreement and Amendment, Digis AS hol

(2nd part) Liquidation Process and Waterfall Priority Upon judicial dissolution, PAS will enter a winding-up (liquidation) process under court supervision. Pursuant to the Operating Agreement and Amendment, Digis AS holds a priority distribution right (Waterfall) of $200,000 reflecting the valuation of Digis’s Initial Asset Capital Contribution. Accordingly: Digis AS will receive the first $200,000 of any net assets during liquidation before any other distributions are made to members. Any remaining assets will then be distributed pro-rata in accordance with the Operating Agreement. Digis AS reserves the right to request that the court appoint a neutral third-party liquidator should there be conflict or risk of misuse of assets or intellectual property during liquidation. Injunctive Relief In addition to judicial dissolution, Digis AS will seek injunctive relief to: Prevent unauthorized use, access, or misappropriation of Digis’s intellectual property, Core Software, and related assets. Terminate PAS’s exclusive license under the ELA, restoring Digis’s rights to operate in the U.S. market. Prevent PAS or its members from continuing to block Digis’s rights while refusing to dissolve or operate PAS. Good Faith Efforts and Record of Settlement Offers While your recent correspondence attempts to frame Digis AS as obstructing progress, the documented record shows Digis has consistently offered pathways to move forward, while PAS and Premiertek have repeatedly shifted narratives and used legal obstruction tactics to avoid accountability. Digis AS has made multiple structured, clear settlement offers over the past weeks, providing you with opportunities to resolve these matters constructively and in good faith. You have consistently ignored or deflected these offers while maintaining a position that blocks Digis’s rights and damages Digis’s interests, despite having no intention to operate PAS. Reservation of Rights All rights, claims, and remedies of Digis AS against PAS LLC, Premiertek LLC, its managers, and members are expressly reserved. Conclusion Your written admissions and continued refusal to operate PAS while blocking Digis’s rights constitute abandonment, deadlock, and breach of fiduciary duties under the Operating Agreement and Exclusive License Agreement. In court, these will support and justify: Judicial dissolution of PAS LLC. Injunctive relief protecting Digis’s IP and rights. Recovery of attorneys’ fees and costs if Digis prevails, as provided under applicable agreements and Illinois law. Should you wish to avoid the necessity of court intervention, you may contact me or direct your counsel to engage with Digis AS’s legal representatives immediately. Sincerely, Gerwin Quak Digis AS

Pre-Litigation letter

Bascially, need to cross-check my reasoning as to whether this would be a close to bullet-proof step?

Thank for reviewing! I'm actually not wanting to go this route, but realise there are cultural differences. As a Dutch, I would go to the middle and reason, whereas American culture seems more about positioning. I first had to do that, and have this as a strong enough fall back. Now I want to send this letter as attachment, where my email is a personal outreach to see how we can avoid this, and invite them to find a fair settlement with me now...Thank for your advice