1997 Minnesota Statutes

     323.39 Distribution on dissolution. 

    In settling accounts between the partners after 
 dissolution, the following rules shall be observed, subject to 
 any agreement to the contrary: 

    (1) The assets of the partnership are: 

    (a) The partnership property; 

    (b) The contributions of the partners specified in clause 
 (4); 

    (2) The liabilities of the partnership shall rank in order 
 of payment, as follows: 

    (a) Those owing to creditors other than partners; 

    (b) Those owing to partners other than for capital and 
 profits; 

    (c) Those owing to partners in respect to capital; 

    (d) Those owing to partners in respect to profits; 

    (3) The assets shall be applied in the order of their 
 declaration in clause (1) to the satisfaction of the 
 liabilities; 

    (4) Except as provided in section 323.14, subdivision 2: 

    (a) The partners shall contribute, as provided by section 
 323.17, clause (1), the amount necessary to satisfy the 
 liabilities; and 

    (b) If any, but not all, of the partners are insolvent, or, 
 not being subject to process, refuse to contribute, the other 
 partners shall contribute their share of the liabilities, and, 
 in the relative proportions in which they share the profits, the 
 additional amount necessary to pay the liabilities; 

    (5) An assignee for the benefit of creditors of any person 
 appointed by the court shall have the right to enforce the 
 contributions specified in clause (4); 

    (6) Any partner or the partner's legal representative shall 
 have the right to enforce the contributions specified in clause 
 (4), to the extent of the amount paid in excess of that 
 partner's share of the liability; 

    (7) The individual property of a deceased partner shall be 
 liable for the contributions specified in clause (4); 

    (8) When partnership property and the individual properties 
 of the partners are in the possession of a court for 
 distribution, partnership creditors shall have priority on 
 partnership property and separate creditors on individual 
 property, saving the rights of lien or secured creditors as 
 heretofore; 

    (9) Where a partner has become bankrupt or the partner's 
 estate is insolvent, the claims against the partner's separate 
 property shall rank in the following order: 

    (a) Those owing to separate creditors; 

    (b) Those owing to partnership creditors; and 

    (c) Those owing to partners by way of contribution.  

    HIST: (7423) 1921 c 487 s 40; 1986 c 444; 1994 c 539 s 15