Title 14, Chapter 8, Section 38
( 14-8-38)
(a) Unless otherwise agreed by the partners in the partnership
agreement, at the time of the transaction, or at any other time,
including, but not limited to, an agreement to continue the business
of the partnership, when dissolution is caused in any way, other
than wrongfully either in contravention of the partnership agreement
or as a result of other wrongful conduct of a partner, any partner,
or the legal representative of the estate of a deceased partner, as
against his copartners and all persons claiming through them in
respect of their interests in the partnership, may have the
partnership property applied to discharge its liabilities and the
surplus applied to pay in cash or its equivalent the net amount
owing to the respective partners. The foregoing provision shall not
apply if dissolution is caused by expulsion of a partner in
accordance with the terms of a partnership agreement. Unless
otherwise agreed by the partners, in the event of such expulsion the
expelled partner shall receive the net amount due him from the
partnership and the partners who continue the business shall obtain
his discharge or appropriately hold him harmless from all present or
future partnership liabilities. (b) Unless otherwise agreed by the partners in the partnership
agreement at the time of the transaction or at any other time, when
dissolution is caused wrongfully either in contravention of the
partnership agreement or as a result of other wrongful conduct of a
partner, the rights of the partners shall be as follows: (1) Each partner who has not caused dissolution wrongfully shall
have: (A) All the rights specified in subsection (a) of this Code
section; and (B) The right, as against each partner who has caused the
dissolution wrongfully, to damages for such wrongful dissolution
and to any other right or remedy provided for in the partnership
agreement; (2) The partners who have not caused the dissolution wrongfully
may, if they all so agree at the time of the transaction or if the
partnership agreement so provides, continue the business in the
same name, either by themselves or jointly with others, and for
that purpose may possess the partnership property. If the
partners continue the business, they shall pay to any partner who
has caused the dissolution wrongfully the value of his interest in
the partnership at the dissolution less any damages or other
amounts recoverable under subparagraph (B) of paragraph (1) of
this subsection and obtain his discharge or appropriately hold him
harmless from all present or future partnership liabilities; (3) A partner who has caused the dissolution wrongfully shall
have: (A) If the business is not continued under the provisions of
paragraph (2) of subsection (b) of this Code section, all the
rights of a partner under subsection (a) of this Code section,
subject to subparagraph (B) of paragraph (1) of this subsection; (B) If the business is continued under paragraph (2) of
subsection (b) of this Code section the right, as against his
copartners and all claiming through them in respect of their
interests in the partnership, to have the value of his interest
in the partnership, less any damages or other amounts
recoverable under subparagraph (B) of paragraph (1) of this
subsection, ascertained and paid to him and to have the partners
who continue the business obtain his discharge or appropriately
hold him harmless from all present or future partnership
liabilities; but in ascertaining the value of the partner's
interest the value of the good will of the business shall not be
considered. |