358.380. Rights of partners to application of partnership property.
Rights of partners to application of partnership property.
358.380. 1. When dissolution is caused in any way, exceptin contravention of the partnership agreement, each partner, asagainst his copartners and all persons claiming through them inrespect of their interests in the partnership, unless otherwiseagreed, may have the partnership property applied to dischargeits liabilities, and the surplus applied to pay in cash the netamount owing to the respective partners. But if dissolution iscaused by expulsion of a partner, bona fide under the partnershipagreement and if the expelled partner is discharged from allpartnership liabilities, either by payment or agreement undersubsection 2 of section 358.360, he shall receive in cash onlythe net amount due him from the partnership.
2. When dissolution is caused in contravention of thepartnership agreement the rights of the partners shall be asfollows:
(1) Each partner who has not caused dissolution wrongfullyshall have
(a) All the rights specified in subsection 1 of thissection; and
(b) The right, as against each partner who has caused thedissolution wrongfully, to damages for breach of the agreement.
(2) The partners who have not caused the dissolutionwrongfully, if they all desire to continue the business in thesame name, either by themselves or jointly with others, may doso, during the agreed term for the partnership and for thatpurpose may possess the partnership property, provided theysecure the payment by bond approved by the court, or pay to anypartner who has caused the dissolution wrongfully, the value ofhis interest in the partnership at the dissolution, less anydamages recoverable under paragraph (b) of subdivision (1) ofsubsection 2 of this section, and in like manner indemnify himagainst all present or future partnership liabilities.
(3) A partner who has caused the dissolution wrongfullyshall have:
(a) If the business is not continued under the provisions ofsubdivision (2) of subsection 2 all the rights of a partner undersubsection 1, subject to paragraph (b) of subdivision (1) ofsubsection 2, of this section;
(b) If the business is continued under subdivision (2) ofsubsection 2 of this section the right as against his copartnersand all claiming through them in respect of their interests inthe partnership, to have the value of his interests in thepartnership, less any damages caused to his copartners by thedissolution, ascertained and paid to him in cash, or the paymentsecured by bond approved by the court, and to be released fromall existing liabilities of the partnership; but in ascertainingthe value of the partner's interest the value of the goodwill ofthe business shall not be considered.
(L. 1949 p. 506 § 38)