By Maya Kushner, Esq. and Marc Emden, Esq.
While disputes between business partners are quite common, a new set of legal problems has arisen with the increased pressure on businesses to have an online presence (from informational websites to making commercial websites with products available online). The availability of varying administrative settings means that renegade business partners can lock you out of your own Facebook business pages, social media accounts, website hosting accounts, and other electronic platforms.
The legal remedies in these situations are not straightforward. In fact, the legal action will likely turn out to be fairly piecemeal: the main remedy available in “business law” would be to dissolve the partnership; beyond that, the aggrieved party would need to file a cause of action that is specific to the case, such as theft (if the business partner withdrew money from a bank account), or breach of contract/breach of fiduciary duties (if the business partner is refusing to perform as agreed).
The problem is that there are few laws that specifically govern access to online platforms. For example, Maryland has a statute that criminalizes unauthorized access to websites, emails, and social media. But this statute essentially criminalizes “hacking,” and would probably not cover the actions of a business partner who locked you out of a jointly-managed website using legitimate administrator access rights. The internal policies of the company hosting your website will be of no help either: as long as your business partner had lawful access to the website and had the administrator rights to change the access of others, no company policy has been violated.
The only legal remedy that may be available to you would be to sue your renegade partner for breach of fiduciary duty and to ask the court to restore your access. This could take many painstaking months while you watch helplessly as your errant partner posts or deletes whatever he or she wishes. Another possible cause of action is breach of contract. However, the lawsuit may be especially difficult to win if the business agreement was never reduced to a writing: while oral agreements are generally honored in court, it might be difficult to prove what really happened in a “he-said-she-said” situation.
The best course of action, it seems, is to prevent an ownership dispute in the first place. This can be accomplished by giving different people in your business different levels of access to the business’ online accounts. For example, if your business has a Facebook page, you can assign roles such as “Admin, Editor, Moderator, Advertiser, or Analyst,” each with decreasing level of authority. Editor, for example, can do everything that and Admin can, except add or delete administrators or change their roles.
Always research the internal policies of each company, website host, social media platform, etc. that you plan to use for your business to see if they have options for setting various levels of access and control, and to see what their policies are regarding disputes between partners. Put the the business agreements with your partners in writing, and consider including a clause mandating binding arbitration in case of a dispute. Arbitration is often faster and less costly than a trial.