Two Hundred and Forty-Nine Days

On 30 January 2026, the co-founder of a Michigan advertising agency asked a federal court in Detroit for a preliminary injunction against his partner, and asked that the request be heard on an expedited basis. On 15 September the court said it would grant one, effective 6 October. That is 249 days.

Nothing about that is unusual. Hearings were set, continued by stipulation, continued again; the parties were sent to mediation under a protective order; the judge heard argument and ordered the two sides to meet and confer on the terms. It is what a careful court does with a dispute between two owners of a closely held company. It is also, for anyone who owns half of anything, the number to remember.

What happened in the other thirty-seven days

The case is Motevosian v. Raminick, and what follows is one side's account. Alex Motevosian's complaint, filed 21 January by Rhoades McKee, describes Proficy Digital Inc., a company he and David Raminick incorporated in Michigan in December 2022 to sell data-driven advertising to car dealerships. Each held one thousand voting shares, exactly half. They were the only two directors and the only two officers. The bylaws, as the complaint quotes them, required any instrument to carry the signatures of two officers, and barred anyone from signing twice. A company, in other words, in which nothing could happen unless both men agreed.

On 3 December 2025, the complaint says, Motevosian asked for pay and expense parity with his partner. On 9 December his access to the payroll system was removed, and Raminick sent him a "Formal Performance Request and Notice of Cure Period" under the founders' Buy-Sell Agreement, requiring within thirty days that an outside consultant be given access to the company's software and that all company spending and agreements be routed through the Treasurer, who was Raminick. On 9 January 2026, the day after the deadline, Raminick declared a "Negative Triggering Event" under that agreement, removed Motevosian as President and as a director, offered to buy his shares, and installed the consultant's principal as Chief Technology Officer. The complaint further alleges, on information and belief, that the company's operating account, which it says typically held more than $1 million, went to zero the same month, and that employees were told they would be fired unless they cut Motevosian's access to the company's systems.

Raminick has answered, denied, and counterclaimed. We have not read his filings, which sit on the docket behind the federal courts' paywall, and nothing above is a finding. What matters for this essay is not who is right. It is the arithmetic. Six days from the disagreement to the notice. Thirty-seven days from the disagreement to one owner running the company alone. And then 249 days, from the moment the other owner asked a court to intervene, until the court's order takes effect.

Why the law is slow here on purpose

It would be easy to read that gap as a failure of the courts. It is closer to the opposite. The slowness is designed in, and understanding why is the useful part.

Michigan's remedy for a shareholder squeezed out of a closely held company is a statute that lets the shareholder sue over conduct that is "illegal, fraudulent, or willfully unfair and oppressive." It defines oppression broadly, as conduct that "substantially interferes with the interests of the shareholder as a shareholder," and says that firing a shareholder from their job can qualify when it cuts off their distributions. It then gives the judge an open-ended menu: dissolve the company, rewrite its bylaws, cancel its acts, order a buyout at fair value, award damages, or anything else "as it considers appropriate."

The Michigan Supreme Court's one decision interpreting that statute, Madugula v. Taub in 2014, held that a claim under it is equitable, which means it is decided by the judge rather than a jury, and that the judge has "wide latitude" in deciding both whether oppression occurred and what to do about it. The same decision held that the shareholders' own agreement can modify what their rights are, so that breaking the agreement "may be evidence" of oppression without proving it. And the statute itself says oppression "does not include conduct or actions that are permitted by an agreement, the articles of incorporation, the bylaws." Read those together: the case will be decided by a judge, with no checklist, reading the contract the two founders signed in March 2023, to work out whether what one did to the other was inside its terms.

That is a slow process by nature. It has to be, because there is no formula. The statute deliberately refuses to list what oppression is, the Supreme Court deliberately left it to the trial judge's sense of fairness, and the Court of Appeals has since added, in Franks v. Franks, that the plaintiff must show the other side intended to interfere with his interests, not merely that it happened. Intent is a fact. Facts take discovery. Discovery takes a protective order, which in this case arrived at the end of June.

The dissolution route is slower still. Michigan's deadlock statute lets a court dissolve a company whose owners cannot agree, but only on proof of a second thing as well: that as a result the company "is unable to function effectively in the best interests of its creditors and shareholders." A company where one owner has taken the wheel and is still selling advertising to dealerships is, on that test, functioning. Deadlock is not enough. The business has to be visibly failing before the law will end it, and a business run by one determined person is usually not.

What holds a company together in the meantime

So here is the shape of the thing. The law's answer to a founder dispute is thoughtful, discretionary, fact-dependent and measured in seasons. The operating reality of a founder dispute is decided in days, by whoever holds the administrator passwords.

Look again at what changed hands in the complaint's thirty-seven days. Payroll access, a title, a board seat, and, as alleged, the bank and the systems. Not one of those passed through the two-signature rule, because not one of them is a contract. They are access changes, and an access change needs exactly one person. The bylaws protected the paper. Nobody had written a rule for the passwords. A shareholder who owns half of a company but does not administer its payroll, its bank portal, its cloud accounts or its source code owns half of the equity and none of the operating control, for as long as it takes a judge to say otherwise. In this case that has been eight months, with the terms of the order still to come.

Noam Wasserman, who studied thousands of founders for "The Founder's Dilemmas," has claimed that 65 percent of high-potential startups fail because of conflict among the founders. Take the number as his. The mechanism he is describing is the one on this docket: not that founders fight, which is ordinary, but that the structures they sign have no mode for it, so the fight goes wherever the structure lets one person act alone. Here that was a thirty-day cure clause in a buy-sell agreement, the only door in the building with a single handle, and the first serious disagreement reached it within a week.

There is one more number in the complaint that belongs beside the 249. The software at the centre of the dispute, which the plaintiff says he spent three years building and which replaced roughly $17,500 a month of licensed tools, went live on 4 November 2025. The cure notice demanding that an outsider be given access to it arrived thirty-five days later. And the complaint asks the court, among other things, to award the copyright in that software to the plaintiff alone. Whatever the answer, the question tells you something: if the ownership of a company's most valuable asset is being put to a federal judge, it was never settled by the two people who could have settled it in an afternoon.

The number to remember

None of this is an argument against the courts, which are doing exactly what a legislature and a supreme court designed them to do with a dispute like this: take it seriously, take it slowly, and decide it on the founders' own paper. It is an argument about what that design assumes. It assumes the founders wrote a document that says what happens when they disagree, who holds the keys, and who owns what they build. Where they did, the judge reads it. Where they did not, the judge has wide latitude and 249 days, and the company belongs, in every practical sense, to whoever changed the passwords first.

We do not know how this case ends. The order takes effect on 6 October, its terms are not yet public, and the counterclaim we have not read may tell a different story about every allegation above. But the interval is already on the record, and it is the part that generalises. If you own half of something, the question is not whether you trust your partner. It is what your paper does on day six, and who is holding the administrator account on day thirty-seven, because the court is coming, and it is coming in about eight months.

Sources

• Alex Motevosian, Complaint and Demand for Jury Trial, Motevosian v. Raminick, No. 2:26-cv-10205 (E.D. Mich. filed 21 Jan 2026), ECF No. 1, by Stephen J. Hulst, Rhoades McKee PC. Read in full, 17 pages, via the RECAP archive. Source for every allegation, date and figure attributed to the complaint. A pleading, not a finding; its exhibits, including the bylaws and the Buy-Sell Agreement, were not available and are described only as the complaint quotes them.
• Docket, Motevosian v. Raminick, PacerMonitor, and the same docket on CourtListener. Source for the 30 January 2026 motion "for Preliminary Injunction Expedited Consideration Requested," the answer and counterclaim (17 Feb), the opposition (23 Feb), the stipulated mediation order (2 Jun), the protective order (30 Jun), the continuances, and the 15 September 2026 minute entry: "Parties to Meet and Confer, Preliminary Injunction to be Granted, effective in 21 days (10/6/2026)." The defendant's filings were not read.
• MCL 450.1489 and MCL 450.1823, Michigan Business Corporation Act, Michigan Legislature. Source for the definition of oppression, the employment sentence, the agreement carve-out, the remedies, and the two-part deadlock test, all quoted.
• Gerard V. Mantese and Douglas L. Toering, "The Michigan Supreme Court Speaks: Madugula v Taub and Shareholder Oppression", Michigan Bar Journal, November 2014. Source for the holdings of Madugula v. Taub, 496 Mich 685 (2014): equitable claim tried to the judge, "wide latitude," and breach of a shareholder agreement as possible evidence of oppression. Mantese argued the case for the plaintiff and says so in the article.
• Matthew D. Smith, "The Michigan Court of Appeals Clarifies Intent, Remedy, and Valuation Considerations in Shareholder Oppression Actions", Altior Law, 26 March 2020. Source for the intent holding in Franks v. Franks, Michigan Court of Appeals, 24 September 2019. Read through this summary, not the opinion.
• Bryce Conlan, "Harvard Business School Professor Says 65% of Startups Fail for One Reason", Entrepreneur, 8 June 2021. Source for Noam Wasserman's claim in "The Founder's Dilemmas." The book was not read; the figure is carried as his claim through this secondary.