Dissolution of Partnership?

Within the past couple of months I started a business with an old high school friend (I know, not the best decision). There has not been any capital placed into the business by either partner. We created and signed a general partnership agreement with a 50/50 split. (We are in the state of Texas btw) Since the beginning of the partnership I have been doing the majority of the work with her doing little things here and there. She has even stated herself though email that I have done 90% of the work and she has only contributed 10%. I personally think 10% is stretching, but I will give it to her. Her response to this is that it states in our partnership agreement that "It is understood that the partners may elect one of the partners to conduct the day-to-day business of the partnership" She is saying that this means it's not a big deal that I have been doing all the work, yet it does not state specifically in our agreement that I am the designated day-to-day operation partner.

Since I am unhappy and have recently noticed that her skills are not on the same level as mine in regards to our company, I felt it would be best that we went our separate ways and even offered to help her get her own company started asking if I could keep the current company for myself. I even offered to extract any and all of her contributions to the current company if she so desired. Her response was "If you are wanting to withdraw from this partnership than, per the contract, 'you may not engage in a business which is or which would be competitive with the existing or then anticipated business of the partnership for a period of one year in the areas of this State where the partnership is currently doing or planning to do business'" However, I have done a little research and found that this clause is unreasonable since the geographic coverage is too large (i.e. I can't open a similar company in the state of Texas). Our company is a virtual company so the majority of our work is done online. Am I correct in thinking this way?

The Partnership Agreement itself is riddled with mistakes. For instance the date on the agreement states January 18, 2007. Yet, it wasn't signed until January 11, 2008. In addition the area that states the Nature of Business only states "virtual assistance secretarial services." There are areas of the agreement that are handwritten, such as Nature of Business, amount of termination years and period of non-compete clause. In addition to all of this the agreement was not signed in front of any witness (i.e. notary or lawyer). Is this partnership agreement even valid with the mistakes and vagueness that it imparts?

I guess what I am wondering is, do I have any rights in regards to this? Especially since as a business we have no profit, loss, income, clients, debts, etc. We don't even have a bank account or a DBA. Is there anything she can do? I have created the website, the forms, the invoices, logo, etc. I would really hate to lose all of my hard work because of her. I am to the point that if she would just let me out of the partnership I will change the company name. What are my rights in a situation such as this? What should my next action be? Do I really need to get a lawyer involved or do you think just a threat is enough? Please, I could really use some help.

Sorry, this is so long, I just have so many questions. I feel like this all useless because it doesn't even seem like we have a real company to fight over because there is no money involved and practically all the work is mine.

I sincerely appreciate any help and answers you can give.

[annjd]

You should be able to get out of that and set up on your own.

You two have not really gone that far at this point.

But it may be helpful to have counsel review your docs, and try to construct an agreement that you can all live with to dissolve this.

That will avoid any disputes or court arguments later and let you both move forward.