Business Law - Chapter 39

The following are wrongful dissociations:

1. Withdrawal of a partner that breaches an express provision in the partnership agreement. 2. Withdrawal of a partner before the end of the partnership's term or completion of its undertaking, unless the partner withdraws within 90 days after another partner's death, adjudicated incapacity, appointment of a custodian over his property, or wrongful dissociation.

Dissociation

A change in the relation of the partners caused by any partner's ceasing to be associated in the carrying on of the business. I may be caused by a partner's retirement, death, expulsion, or bankruptcy filing.

Dissociation of a partnership

A change in the relation of the partners, as when a partner dies or retires

A partner has the POWER to dissociate at any time, however,

a partner does not always have the RIGHT to dissociate

Winding up usually has

a severe effect on a business: it usually ends the business, because the assets of the business are sold and the proceeds of the sale are distributed to creditors and partners.

When a partner's dissociation does NOT violate the partnership agreement

it is NONWRONGFUL

Dissolution of a partnership

the commencement of the winding up process

Termination

the end of the partnerships' existence, automatically follows winding up.

Winding up

the orderly liquidation of the partnership assets and the distribution of the proceeds to those having claims against the partnership.

When a partner's dissociation VIOLATES the partnership agreement

the partner has the power - but not the right - to dissociate from the partnership. This is WRONGFUL.

If a partnership is not at will

the partnership will continue.