31 §1374. Person's power to dissociate as general partner; wrongful dissociation
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT HEADING: PL 2005, C. 543, PT. C, §2 (NEW)
Subchapter 6: DISSOCIATION HEADING: PL 2005, C. 543, PT. C, §2 (NEW)
§1374. Person's power to dissociate as general partner; wrongful dissociation
1. Dissociate by express will. A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to section 1373, subsection 1.
[ 2005, c. 543, Pt. C, §2 (NEW) .]
2. Wrongful dissociation. A person's dissociation as a general partner is wrongful only if:
A. It is in breach of an express provision of the partnership agreement; or [2005, c. 543, Pt. C, §2 (NEW).]
B. It occurs before the termination of the limited partnership and:
(1) The person withdraws as a general partner by express will;
(2) The person is expelled as a general partner by judicial determination under section 1373, subsection 5;
(3) The person is dissociated as a general partner by becoming a debtor in bankruptcy; or
(4) In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated. [2005, c. 543, Pt. C, §2 (NEW).]
[ 2005, c. 543, Pt. C, §2 (NEW) .]
3. Liability when dissociation wrongful. A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to section 1421, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.
[ 2005, c. 543, Pt. C, §2 (NEW) .]
SECTION HISTORY
2005, c. 543, §C2 (NEW).