Missouri Revised Statutes













Chapter 358

Uniform Partnership Law

←358.371

Section 358.380.1

358.390→

August 28, 2015

Rights of partners to application of partnership property.

358.380. 1. When dissolution is caused in any way, except in

contravention of the partnership agreement, each partner, as against his

copartners and all persons claiming through them in respect of their

interests in the partnership, unless otherwise agreed, may have the

partnership property applied to discharge its liabilities, and the surplus

applied to pay in cash the net amount owing to the respective partners. But

if dissolution is caused by expulsion of a partner, bona fide under the

partnership agreement and if the expelled partner is discharged from all

partnership liabilities, either by payment or agreement under subsection 2 of

section 358.360, he shall receive in cash only the net amount due him from

the partnership.



2. When dissolution is caused in contravention of the partnership

agreement the rights of the partners shall be as follows:



(1) Each partner who has not caused dissolution wrongfully shall have



(a) All the rights specified in subsection 1 of this section; and



(b) The right, as against each partner who has caused the dissolution

wrongfully, to damages for breach of the agreement.



(2) The partners who have not caused the dissolution wrongfully, if they

all desire to continue the business in the same name, either by themselves or

jointly with others, may do so, during the agreed term for the partnership

and for that purpose may possess the partnership property, provided they

secure the payment by bond approved by the court, or pay to any partner who

has caused the dissolution wrongfully, the value of his interest in the

partnership at the dissolution, less any damages recoverable under paragraph

(b) of subdivision (1) of subsection 2 of this section, and in like manner

indemnify him against all present or future partnership liabilities.



(3) A partner who has caused the dissolution wrongfully shall have:



(a) If the business is not continued under the provisions of subdivision

(2) of subsection 2 all the rights of a partner under subsection 1, subject

to paragraph (b) of subdivision (1) of subsection 2, of this section;



(b) If the business is continued under subdivision (2) of subsection 2 of

this section the right as against his copartners and all claiming through

them in respect of their interests in the partnership, to have the value of

his interests in the partnership, less any damages caused to his copartners

by the dissolution, ascertained and paid to him in cash, or the payment

secured by bond approved by the court, and to be released from all existing

liabilities of the partnership; but in ascertaining the value of the

partner's interest the value of the goodwill of the business shall not be

considered.



(L. 1949 p. 506 § 38)







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