1997 Minnesota Statutes

     323.38 Adjustment of rights on dissolution for fraud.  

    Where a partnership contract is rescinded on the ground of 
 the fraud or misrepresentation of one of the partners thereto, 
 the party entitled to rescind is, without prejudice to any other 
 right, entitled: 

    (1) To a lien on, or right of retention of, the surplus of 
 the partnership property after satisfying the partnership 
 liabilities to third persons for any sum of money paid by the 
 rescinder for the purchase of an interest in the partnership and 
 for any capital or advances contributed by the rescinder; and 

    (2) To stand, after all liabilities to third persons have 
 been satisfied, in the place of the creditors of the partnership 
 for any payments made by the rescinder in respect of the 
 partnership liabilities; and 

    (3) To be indemnified by the person guilty of the fraud or 
 making the representation against all debts and liabilities of 
 the partnership.  

    HIST: (7422) 1921 c 487 s 39; 1986 c 444