TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-12
Partnerships

SECTION 7-12-49


§ 7-12-49 Rights of partners to application of partnership property.

(a) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his or her copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by the expulsion of a bona fide partner under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under § 7-12-47(2), he or she receives in cash only the net amount due him or her from the partnership.

(b) When dissolution is caused in contravention of the partnership agreement the rights of the partners are as follows:

(1) Each partner who has not wrongfully caused dissolution has,

(i) All the rights specified in subsection (a), and

(ii) The right, as against each partner who has wrongfully caused the dissolution to damages for breach of the agreement.

(2) The partners who have not wrongfully caused the dissolution, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has wrongfully caused the dissolution, the value of his or her interest in the partnership at the dissolution, less any damages recoverable under subsection (b)(1)(ii), and in like manner indemnify him or her against all present or future partnership liabilities.

(3) A partner who has wrongfully caused the dissolution has:

(i) If the business is not continued under the provisions of subsection (b)(2) all the rights of a partner under subsection (a); subject to subsection (b)(1)(ii).

(ii) If the business is continued under subsection (b)(2) the right as against his or her copartners and all claiming through them as to their interests in the partnership, to have the value of his or her interest in the partnership, less any damages caused to his or her copartners by the dissolution, ascertained and paid to him or her in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the good will of the business is not considered.

History of Section.
(R.P.L. 1957, ch. 74, § 38.)