2000 Minnesota Statutes

     323.37 Allocation of partnership property on dissolution.

    Subdivision 1.    Rights.  When dissolution is caused 
 in any way, except in contravention of the partnership 
 agreement, each partner, as against the 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.  If dissolution is caused by expulsion of a 
 partner, bona fide under the partnership agreement, and if the 
 expelled partner is discharged from all partnership liabilities, 
 either by payment or agreement under section 323.35, the 
 expelled partner shall receive in cash only the net amount due 
 from the partnership. 

    Subd. 2.    When dissolution wrongful.  When 
 dissolution is caused in contravention of the partnership 
 agreement 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 subdivision 1; and 

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

    (2) The partners who have not caused the dissolution 
 wrongfully, 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 caused the dissolution wrongfully the value of 
 that partner's interest in the partnership at the dissolution, 
 less any damages recoverable under clause (1)(b), and in like 
 manner indemnify that partner against 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 clause (2), all the rights of a partner under subdivision 1, 
 subject to clause (1)(b); 

    (b) If the business is continued under clause (2), the 
 right as against the copartners and all claiming through them in 
 respect of their interests in the partnership, to have the value 
 of the dissolving partner's interest in the partnership, less 
 any damages caused to the copartners by the dissolution, 
 ascertained and paid to the dissolving partner 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 shall not be considered.  

    HIST: (7421) 1921 c 487 s 38; 1986 c 444 

*   NOTE:  This section is repealed by Laws 1997, chapter 174, 
*article 12, section 68, as amended by Laws 1998, chapter 262, 
*section 12, effective January 1, 2002.