Two owners of a Minnesota company split the business under a written separation agreement. About a month later, the departing owner’s lawyer sent a demand letter. It claimed the company had withheld software access the agreement required, and it gave the company two days to comply. I answered in writing, and the company offered one additional item. As of October 2026, nothing further has come of the claim.

Does a Short Deadline in a Demand Letter Have to Be Met?

I told the owners that the deadline was one the other side’s lawyer had chosen; no court had set it. I asked opposing counsel for more time, and opposing counsel agreed. That gave the company room to gather its records and answer accurately instead of quickly.

What Did the Separation Agreement Actually Require?

The agreement required the company to give the departing owner’s team access to shared software so they could finish building their own version. The access clause used a technical term, and I read it against the software provider’s own definition of that term. That definition supported the company’s reading: the company had given the access the clause called for. It had kept the other side out of its live operating systems, which the clause did not require.

What Evidence Answered the Claim?

The company’s records told the story. Login activity showed the other side’s developer working in the materials provided. A call that both sides’ developers attended had ended with that developer confirming the materials were sufficient. Emails showed the company offering further help and receiving no answer. Within days, I sent a response letter that set out the company’s compliance point by point. It closed by offering to address any specific need the other side could identify.

What Happened Next?

The other side asked for access to one more system, and the company offered it in writing. Opposing counsel wrote once more to raise damages. As of October 2026, nothing further has followed.

What Can an Owner Take From This?

  • Take the time you need. Unless a statute or the agreement itself sets the period, a deadline in a demand letter is one the sender chose, so asking for time to answer carefully is usually reasonable.
  • Define the terms. When a separation agreement promises access, transition help, or shared systems, a dispute tends to turn on one term. Defining those terms at signing leaves less to argue about.
  • Keep the records. Offers of help, notes of calls, and login data answered this claim.

My guides on pre-litigation demand letters in Minnesota and five things to know about demand letters cover the rules behind this story, and buying out a Minnesota co-owner covers the larger split. More on these disputes is on my ownership disputes page.

Identifying details are omitted to protect client confidentiality. Past results do not predict future results; every matter turns on its own facts and law.