Pre-litigation, by design — while there's still room to move

Settle thisbefore it becomes a lawsuit.

When partners are in conflict or misaligned, there are only three viable options — repair, restructure, or separate — and most can't tell which one their situation calls for. We help partners find that answer and take the steps to act on it — with the company's value, and the people in it, protected either way.

01

The window is narrow.

Before positions harden and counsel is retained — earlier than most partners think.

02

Repair, restructure, or separate.

One of three. We name which — and run the work that follows.

03

Structured, not therapeutic.

The rigor of counsel. The candor of a partner who's seen this before.

Who we work with
Co-founders· Shareholders in closely-held companies· Family business owners· Professional & equity partnerships
Based in Santa Barbara. Working with closely-held businesses across the California Tri-Counties & beyond.
§ 01 — The Question

There are only three viable options. Most partners can't tell which one their situation calls for.

From the inside, a partnership worth saving and one that's run its course can feel exactly the same. Our work is to name which it is — accurately — and act on it.

Path I — Repair

The partnership works. The dynamic doesn't.

Foundation is sound. Communication, accountability, and decision rights have eroded. The right move is structural rebuild — not exit.

  • Pattern identification
  • Role & authority clarity
  • Operating framework + protocols
Path II — Restructure

The partnership is real. The shape is wrong.

Equity, control, or roles no longer match contribution or trajectory. Redesign is required, but separation is not.

  • Equity & comp re-alignment
  • Decision governance
  • Lawyer + accountant collaboration
Path III — Separate

It's over. The exit is what matters now.

Buyout, asset split, or wind-down. Done well, value is preserved. Done badly, the next eighteen months are litigation.

  • Pathway design (buyout / split / wind-down)
  • Negotiation facilitation
  • Counsel-aligned execution
§ 02 — The Diagnostic

The Clarity Assessment.

A fast, structured intake that delivers a defensible answer to the only question that matters.

One question. Defensible answer. Two weeks.

Most partnership conflict drags because no one will commit to a diagnosis. Repair work is attempted on relationships that should separate. Separations get litigated when restructuring would have served everyone better.

The Clarity Assessment ends that. Individual intake, joint session, and a written Partnership Profile Report — analyzing conflict patterns, business risk, and structural gaps, with a clear recommendation and two to three actionable paths forward.

It's the lowest-commitment way to get a real answer, and the foundation for any work that follows.

Discuss the Assessment
Flagship Diagnostic

Partnership Clarity Assessment

  • i.
    Confidential Intake Structured questionnaire + 60-min individual call with each partner
  • ii.
    Joint Working Session 90 to 120 minutes, facilitated, on the record
  • iii.
    Internal Analysis Conflict patterns, business risk, alignment gaps
  • iv.
    Partnership Profile Report Written deliverable. Recommendation. Path options.
Duration 2–3 weeks
Investment $3.5–7.5K
Partners 2–5
Before the engagement

Not ready for a conversation yet? A private, structured self-inquiry tool sits at partivapartners.com/assessment — twenty to thirty minutes, no email, nothing transmitted. It won't substitute for the work, but it will tell you whether the work is worth starting.

Take the reflection
§ 03 — The Position

Not therapy. Not litigation. A third thing.

The market gives partners three bad options when conflict surfaces. Each fails for a structural reason.

Option A

The mediator.

Neutral. Process-only. Will not name a problem or recommend an outcome. Useful when both partners already know the answer and need a referee. Useless when they don't.

Option B

The lawyer.

Adversarial by training. Equipped to litigate, not to diagnose. Engaging counsel before the diagnosis is made is how mid-five-figure problems become mid-six-figure problems.

Option C — Partiva

Structured. Direct. Outcome-aligned.

We diagnose what the conflict actually is, recommend the path that fits, and run the work — repair, restructure, or separation — with the rigor of counsel and the candor of a partner who's seen this before.

§ 04 — How we work

Three disciplines. One engagement.

Most partnership conflict gets handed off — to a mediator who can't see the structural problem, to a lawyer who can't see the relational one, to a coach who can't see either. Three diagnoses, none accepted, six months lost. Partiva doesn't hand off. One practitioner reads the relationship, the operating reality, and the legal architecture at the same table, in the same engagement.

Layer I — Legal

What the company, equity, and agreements actually require.

Decision rights, governance, equity alignment, contribution-vs-reward, fiduciary exposure.

More than two decades as a business and estates lawyer. Partiva reads the architecture beneath the dispute and translates between the relational reality and the legal one — without billing partners through a litigator's filter.

Drawing on two decades of corporate, partnership, and estates practice.
Layer II — Mediation

How the conflict moves.

Where the dispute is stuck, what each party is actually negotiating for, and what would unstick it.

Trained mediator, not adversarial counsel. The work is to design and run the structured conversations that get partners to a defensible decision — repair, restructure, or separate — without escalating into litigation.

Drawing on formal mediation training and active practice.
Layer III — Clinical

What's actually happening between the principals.

Conflict patterns, accountability gaps, repair capacity, the things people aren't saying.

Clinically informed, not soft coaching. The relational dynamics inside a partnership dispute are clinical territory — naming and working with them requires methodology, not intuition.

Drawing on client-centered and Relational Life Therapy practice — and Edmondson, Schein, Real, Lencioni.

The synthesis is the product. Any one of these layers, in isolation, has been available for decades. The reason most partnership disputes still go badly is that no one is reading all three at once.

§ 05 — Engagements

A defined arc. Each phase optional.

Most engagements begin with the Clarity Assessment and follow the recommended path. Engagements beyond the assessment are scoped and priced individually — a 20-minute call is the right starting point.

i.
Partnership Clarity Assessment
Diagnostic intake. Joint session. Written Partnership Profile Report with recommendation and path options.
$3,500 – $7,500
ii.
Strategic Decision Advisory
Two to six weeks. Scenario modeling, reality testing, and option narrowing while the partnership decides.
By engagement
iii.
Partnership Repair
Six to twelve sessions over 2–4 months. Operating framework, decision rights, behavioral protocols.
By engagement
iv.
Partnership Restructure
Roles, equity, and governance redesign. Coordinated with counsel and accounting. Transition plan included.
By engagement
v.
Structured Separation Advisory
Buyout, asset split, or wind-down. Negotiation facilitation, relationship containment, counsel-aligned execution.
By engagement
vi.
Mediation Services
Half-day or full-day intensives for partner-specific disputes. Selectively offered.
By engagement
vii.
Partner Advisory Retainer
Quarterly sessions plus on-call support for functioning partnerships under pressure or in transition.
By inquiry
Adjacent Practice · Estates & Beneficiaries

When ownership disputes cross into estates and trusts.

The same dynamics that fracture business partnerships also surface among siblings inheriting a family business, beneficiaries of a trust, and second-generation owners negotiating succession or buyout. The legal layer is different. The relational and structural work is not.

We engage selectively in estate and beneficiary disputes where there is a closely-held business or operating asset at the center — not as counsel, not as fiduciary, but as the firm that runs the relational and structural work alongside the lawyers and trustees who are doing theirs.

Our three paths still apply: repair the working relationship between heirs and re-establish governance; restructure the ownership, distribution, or operating arrangement; or design a clean separation, including buyout or sale of the asset.

Where we fit
Diagnosis, facilitation, and structured process Working alongside trust & estates counsel, fiduciaries, and family advisors
Typical work
Inherited-business disputes, buyouts, succession standoffs Where a family company, ranch, partnership interest, or operating asset is the disputed center
Not our role
Legal advice, trust drafting, fiduciary services Those stay with your counsel and trustees. We don't substitute for either.
If you're in this situation and want to talk through whether we're the right fit alongside your existing advisors, book a 20-minute call.
§ 06 — The Firm

A solo practice with a long bench.

Partiva Partners is a single-principal advisory firm based in Santa Barbara, California, with engagements across the South Coast and Tri-Counties. Selectively-taken work, supported by a tight network of specialists. Engagements outside the region are taken by referral.

One arc, drawn from three trainings.

The synthesis at the center of Partiva — legal, structural, and relational — isn't a marketing claim built across a team. It's the result of one professional arc: more than twenty-five years as a corporate and estates lawyer, formal training and practice as a mediator, and clinical psychology training and active therapy practice — alongside time in the operating seat as a founder, executive, and director of public and private companies.

Each of those rooms reads partnership conflict in a different register — and most of what goes wrong in this work happens because the registers don't talk to each other. The advantage of doing all of them for a long time is that they stop being separate disciplines. They become one way of seeing.

The work concentrates among multigenerational family businesses, professional partnerships in medicine, law, and wealth management, shareholders in closely-held companies, and founders who built or relocated companies on the Central Coast.

KS
Founding Principal

Koby Smutylo

J.D. · Law Society of Ontario · Trained Mediator · Therapy Practice (Santa Barbara)

More than twenty-five years as a corporate, securities, and estates lawyer. Founder, senior executive, and director of public companies taken from formation through public listings. Trained mediator (Pepperdine Straus Institute for Dispute Resolution). Trained in Collaborative Law methodology. Therapy practice in Santa Barbara (Master's in Clinical Psychology from Antioch University (Santa Barbara)) based on client centered and Relational Life Therapy principles.

The work I do for partnerships now draws on each of those rooms in turn — the boardroom, the executive seat, the mediation table, the clinical hour. Each one offers a unique lens for reading a conflict, and the most useful thing about doing all four for a long time is that they stop arguing with each other. They create a clear picture of what's actually going on and a path forward.

Partiva Partners is an advisory practice based in Santa Barbara, California, and is not a law practice.

The bench

Engagements are supported by a small, curated network of trusted specialists — selected case-by-case based on what the situation actually requires. Specialists are introduced when their work serves the engagement, not as a default. The principal stays accountable to the work end-to-end.

§ 07 — Writing

Field notes from the inflection point.

Essays on partnership structure, conflict diagnosis, and the work of deciding well — written from the field, not the textbook.

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New essays, delivered when written.

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The partnerships that survive are the ones that decided early what kind of problem they had. The ones that don't, spend two years confusing a structural problem for a personal one.
Begin Here

A 20-minute call. No materials required.

The first conversation is on us. Bring the situation. We'll tell you whether the Clarity Assessment is the right next step, or whether you need something else entirely. No pitch, no follow-up loop.

Initial Consultation

Confidential intro call.

Length 20 min
Format Video
Cost No charge
  • Triage the situation in plain terms
  • Identify whether assessment fits
  • Confidential — no obligation to proceed
Schedule the call