2007 Minnesota Statutes

323A.0701 PURCHASE OF DISSOCIATED PARTNER'S INTEREST.
(a) If a partner is dissociated from a partnership without resulting in a dissolution and
winding up of the partnership business under section 323A.0801, the partnership shall cause the
dissociated partner's interest in the partnership to be purchased for a buyout price determined
pursuant to subsection (b).
(b) The buyout price of a dissociated partner's interest is the amount that would have
been distributable to the dissociating partner under section 323A.0807(b), if, on the date of
dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation
value or the value based on a sale of the entire business as a going concern without the dissociated
partner and the partnership were wound up as of that date. Interest must be paid from the date of
dissociation to the date of payment.
(c) Damages for wrongful dissociation under section 323A.0602(b), and all other amounts
owing, whether or not presently due, from the dissociated partner to the partnership, must be
offset against the buyout price. Interest must be paid from the date the amount owed becomes
due to the date of payment.
(d) A partnership shall indemnify a dissociated partner whose interest is being purchased
against all partnership liabilities, whether incurred before or after the dissociation, except
liabilities incurred by an act of the dissociated partner under section 323A.0702.
(e) If no agreement for the purchase of a dissociated partner's interest is reached within 120
days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to
the dissociated partner the amount the partnership estimates to be the buyout price and accrued
interest, reduced by any offsets and accrued interest under subsection (c).
(f) If a deferred payment is authorized under subsection (h), the partnership may tender a
written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by
any offsets under subsection (c), stating the time of payment, the amount and type of security for
payment, and the other terms and conditions of the obligation.
(g) The payment or tender required by subsection (e) or (f) must be accompanied by the
following:
(1) a statement of partnership assets and liabilities as of the date of dissociation;
(2) the latest available partnership balance sheet and income statement, if any;
(3) an explanation of how the estimated amount of the payment was calculated; and
(4) written notice that the payment is in full satisfaction of the obligation to purchase unless,
within 120 days after the written notice, the dissociated partner commences an action to determine
the buyout price, any offsets under subsection (c), or other terms of the obligation to purchase.
(h) A partner who wrongfully dissociates before the expiration of a definite term or the
completion of a particular undertaking is not entitled to payment of any portion of the buyout price
until the expiration of the term or completion of the undertaking, unless the partner establishes to
the satisfaction of the court that earlier payment will not cause undue hardship to the business of
the partnership. A deferred payment must be adequately secured and bear interest.
(i) A dissociated partner may maintain an action against the partnership, pursuant to section
323A.0405(b)(2)(ii), to determine the buyout price of that partner's interest, any offsets under
subsection (c), or other terms of the obligation to purchase. The action must be commenced within
120 days after the partnership has tendered payment or an offer to pay or within one year after
written demand for payment if no payment or offer to pay is tendered. The court shall determine
the buyout price of the dissociated partner's interest, any offset due under subsection (c), and
accrued interest, and enter judgment for any additional payment or refund. If deferred payment
is authorized under subsection (h), the court shall also determine the security for payment and
other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the
fees and expenses of appraisers or other experts for a party to the action, in amounts the court
finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good
faith. The finding may be based on the partnership's failure to tender payment or an offer to pay
or to comply with subsection (g).
History: 1997 c 174 art 7 s 33