Sec. 34-329. Liability of purported partner. (a) If a person, by words or conduct,
purports to be a partner or consents to being represented by another as a partner, in a
partnership or with one or more persons not partners, the purported partner is liable to
a person to whom the representation is made, if that person, relying on the representation,
enters into a transaction with the actual or purported partnership. If the representation,
either by the purported partner or by a person with the purported partner's consent, is
made in a public manner, the purported partner is liable to a person who relies upon the
purported partnership even if the purported partner is not aware of being held out as a
partner to the claimant. If partnership liability results, the purported partner is liable
with respect to that liability as if the purported partner were a partner. If no partnership
liability results, the purported partner is liable with respect to that liability jointly and
severally with any other person consenting to the representation.
(b) If a person is thus represented to be a partner in an existing partnership, or with
one or more persons not partners, the purported partner is an agent of persons consenting
to the representation to bind them to the same extent and in the same manner as if the
purported partner were a partner, with respect to persons who enter into transactions in
reliance upon the representation. If all of the partners of the existing partnership consent
to the representation, a partnership act or obligation results. If fewer than all of the
partners of the existing partnership consent to the representation, the person acting and
the partners consenting to the representation are jointly and severally liable.
(c) A person is not liable as a partner merely because the person is named by another
in a statement of partnership authority.
(d) A person does not continue to be liable as a partner merely because of a failure
to file a statement of dissociation or to amend a statement of partnership authority to
indicate the partner's dissociation from the partnership.
(e) Except as otherwise provided in subsections (a) and (b) of this section, persons
who are not partners as to each other are not liable as partners to other persons.
(P.A. 95-341, S. 20, 58.)
History: P.A. 95-341 effective July 1, 1997.
Secs. 34-330 to 34-334. Reserved for future use.
PART IV
RELATIONS OF PARTNERS TO EACH OTHER
AND TO PARTNERSHIP
Sec. 34-335. Rights and duties of a partner. (a) Each partner is deemed to have
an account that is: (1) Credited with an amount equal to the money plus the value of
any other property, net of the amount of any liabilities, the partner contributes to the
partnership and the partner's share of the partnership profits; and (2) charged with an
amount equal to the money plus the value of any other property, net of the amount of
any liabilities, distributed by the partnership to the partner and the partner's share of
the partnership losses.
(b) Each partner is entitled to an equal share of the partnership profits and, except as
provided in subsection (c) of section 34-327, is chargeable with a share of the partnership
losses in proportion to the partner's share of the profits.
(c) A partnership shall reimburse a partner for payments made and indemnify a
partner for liabilities incurred by the partner in the ordinary course of the business of
the partnership or for the preservation of its business or property.
(d) A partnership shall reimburse a partner for an advance to the partnership beyond
the amount of capital the partner agreed to contribute.
(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section, constitutes a loan to the partnership which
accrues interest from the date of the payment or advance.
(f) Each partner has equal rights in the management and conduct of the partnership
business.
(g) A partner may use or possess partnership property only on behalf of the partnership.
(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(i) A person may become a partner only with the consent of all of the partners.
(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course
of business of a partnership and an amendment to the partnership agreement may be
undertaken only with the consent of all of the partners.
(k) This section does not affect the obligations of a partnership to other persons
under section 34-322.
(P.A. 95-341, S. 21, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-336. Distributions in kind. A partner has no right to receive, and may not
be required to accept, a distribution in kind.
(P.A. 95-341, S. 22, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-337. Rights and duties of a partner with respect to information. (a) A
partnership shall keep its books and records, if any, at its chief executive office.
(b) A partnership shall provide partners and their agents and attorneys access to its
books and records. It shall provide former partners and their agents and attorneys access
to books and records pertaining to the period during which they were partners. The right
of access provides the opportunity to inspect and copy books and records during ordinary
business hours. A partnership may impose a reasonable charge, covering the costs of
labor and material, for copies of documents furnished.
(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability: (1) Without demand,
any information concerning the partnership's business and affairs reasonably required
for the proper exercise of the partner's rights and duties under the partnership agreement
or sections 34-300 to 34-399, inclusive; and (2) on demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the
information demanded is unreasonable or otherwise improper under the circumstances.
(P.A. 95-341, S. 23, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-338. General standards of conduct of a partner. (a) The only fiduciary
duties a partner owes to the partnership and the other partners are the duty of loyalty
and the duty of care set forth in subsections (b) and (c) of this section.
(b) A partner's duty of loyalty to the partnership and the other partners is limited
to the following:
(1) To account to the partnership and hold as trustee for it any property, profit or
benefit derived by the partner in the conduct and winding up of the partnership business
or derived from a use by the partner of partnership property, including the appropriation
of a partnership opportunity;
(2) To refrain from dealing with the partnership in the conduct or winding up of
the partnership business as or on behalf of a party having an interest adverse to the
partnership; and
(3) To refrain from competing with the partnership in the conduct of the partnership
business before the dissolution of the partnership.
(c) A partner's duty of care to the partnership and the other partners in the conduct
and winding up of the partnership business is limited to refraining from engaging in
grossly negligent or reckless conduct, intentional misconduct or a knowing violation
of law.
(d) A partner shall discharge the duties to the partnership and the other partners
under sections 34-300 to 34-399, inclusive, or under the partnership agreement and
exercise any rights consistently with the obligation of good faith and fair dealing.
(e) A partner does not violate a duty or obligation under sections 34-300 to 34-399,
inclusive, or under the partnership agreement merely because the partner's conduct
furthers the partner's own interest.
(f) A partner may lend money to and transact other business with the partnership,
and as to each loan or transaction the rights and obligations of the partner are the same
as those of a person who is not a partner, subject to other applicable law.
(g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
(P.A. 95-341, S. 24, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-339. Actions by partnership and partners. (a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the
violation of a duty to the partnership, causing harm to the partnership.
(b) A partner may maintain an action against the partnership or another partner for
legal or equitable relief, with or without an accounting as to partnership business, to:
(1) Enforce the partner's rights under the partnership agreement;
(2) Enforce the partner's rights under sections 34-300 to 34-399, inclusive, including: (A) The partner's rights under section 34-335, 34-336 or 34-337; (B) the partner's
right on dissociation to have the partner's interest in the partnership purchased pursuant
to section 34-362 or enforce any other right under sections 34-355 to 34-357, inclusive,
or sections 34-362 to 34-366, inclusive; or (C) the partner's right to compel a dissolution
and winding up of the partnership business under section 34-372 or enforce any other
right under sections 34-372 to 34-378, inclusive; or
(3) Enforce the rights and otherwise protect the interests of the partner, including
rights and interests arising independently of the partnership relationship.
(c) The accrual of, and any time limitation on, a right of action for a remedy under
this section is governed by other law. A right to an accounting upon a dissolution and
winding up does not revive a claim barred by law.
(P.A. 95-341, S. 25, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-340. Continuation of partnership beyond definite term or particular
undertaking. (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the
undertaking, the rights and duties of the partners remain the same as they were at the
expiration or completion, so far as is consistent with a partnership at will.
(b) If the partners, or those of them who habitually acted in the business during the
term or undertaking, continue the business without any settlement or liquidation of the
partnership, they are presumed to have agreed that the partnership will continue.
(P.A. 95-341, S. 26, 58.)
History: P.A. 95-341 effective July 1, 1997.
Secs. 34-341 to 34-345. Reserved for future use.
PART V
TRANSFEREES AND CREDITORS OF PARTNER
Sec. 34-346. Partner not co-owner of partnership property. A partner is not a
co-owner of partnership property and has no interest in partnership property which can
be transferred, either voluntarily or involuntarily.
(P.A. 95-341, S. 27, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-347. Partner's transferable interest in partnership. The only transferable interest of a partner in the partnership is the partner's share of the profits and losses
of the partnership and the partner's right to receive distributions. The interest is personal
property.
(P.A. 95-341, S. 28, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-348. Transfer of partner's transferable interest. (a) A transfer, in whole
or in part, of a partner's transferable interest in the partnership:
(1) Is permissible;
(2) Does not by itself cause the partner's dissociation or a dissolution and winding
up of the partnership business; and
(3) Does not, as against the other partners or the partnership, entitle the transferee,
during the continuance of the partnership, to participate in the management or conduct
of the partnership business, to require access to information concerning partnership
transactions or to inspect or copy the partnership books or records.
(b) A transferee of a partner's transferable interest in the partnership has a right:
(1) To receive, in accordance with the transfer, distributions to which the transferor
would otherwise be entitled;
(2) To receive upon the dissolution and winding up of the partnership business, in
accordance with the transfer, the net amount otherwise distributable to the transferor; and
(3) To seek, under subdivision (6) of section 34-372, a judicial determination that
it is equitable to wind up the partnership business.
(c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
(d) Upon transfer, the transferor retains the rights and duties of a partner other than
the interest in distributions transferred.
(e) A partnership need not give effect to a transferee's rights under this section until
it has notice of the transfer.
(f) A transfer of a partner's transferable interest in the partnership in violation of a
restriction on transfer contained in the partnership agreement is ineffective as to a person
having notice of the restriction at the time of transfer.
(P.A. 95-341, S. 29, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-349. Partner's transferable interest subject to charging order. (a) On
application by a judgment creditor of a partner or of a partner's transferee, a court having
jurisdiction may charge the transferable interest of the judgment debtor to satisfy the
judgment. The court may appoint a receiver of the share of the distributions due or to
become due to the judgment debtor in respect of the partnership and make all other
orders, directions, accounts and inquiries the judgment debtor might have made or which
the circumstances of the case may require.
(b) A charging order constitutes a lien on the judgment debtor's transferable interest
in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(c) At any time before foreclosure, an interest charged may be redeemed: (1) By
the judgment debtor; (2) with property other than partnership property, by one or more
of the other partners; or (3) with partnership property, by one or more of the other partners
with the consent of all of the partners whose interests are not so charged.
(d) Sections 34-300 to 34-399, inclusive, do not deprive a partner of a right under
exemption laws with respect to the partner's interest in the partnership.
(e) This section provides the exclusive remedy by which a judgment creditor of a
partner or partner's transferee may satisfy a judgment out of the judgment debtor's
transferable interest in the partnership.
(P.A. 95-341, S. 30, 58.)
History: P.A. 95-341 effective July 1, 1997.
Secs. 34-350 to 34-354. Reserved for future use.
PART VI
PARTNER'S DISSOCIATION
Sec. 34-355. Events causing partner's dissociation. A partner is dissociated from
a partnership upon the occurrence of any of the following events:
(1) The partnership's having notice of the partner's express will to withdraw as a
partner or on a later date specified by the partner;
(2) An event agreed to in the partnership agreement as causing the partner's dissociation;
(3) The partner's expulsion pursuant to the partnership agreement;
(4) The partner's expulsion by the unanimous vote of the other partners if: (A) It
is unlawful to carry on the partnership business with that partner; (B) there has been a
transfer of all or substantially all of that partner's transferable interest in the partnership,
other than a transfer for security purposes, or a court order charging the partner's interest,
which has not been foreclosed; (C) within ninety days after the partnership notifies a
corporate partner that it will be expelled because it has filed a certificate of dissolution
or the equivalent, its charter has been revoked, or its right to conduct business has been
suspended by the jurisdiction of its incorporation, there is no revocation of the certificate
of dissolution or no reinstatement of its charter or its right to conduct business; or (D)
a partnership that is a partner has been dissolved and its business is being wound up;
(5) On application by the partnership or another partner, the partner's expulsion
by judicial determination because: (A) The partner engaged in wrongful conduct that
adversely and materially affected the partnership business; (B) the partner wilfully or
persistently committed a material breach of the partnership agreement or of a duty owed
to the partnership or the other partners under section 34-338; or (C) the partner engaged
in conduct relating to the partnership business which makes it not reasonably practicable
to carry on the business in partnership with the partner;
(6) The partner's: (A) Becoming a debtor in bankruptcy; (B) executing an assignment for the benefit of creditors; (C) seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of that partner or of all or substantially all of
that partner's property; or (D) failing, within ninety days after the appointment, to have
vacated or stayed the appointment of a trustee, receiver or liquidator of the partner or
of all or substantially all of the partner's property obtained without the partner's consent
or acquiescence, or failing within ninety days after the expiration of a stay to have the
appointment vacated;
(7) In the case of a partner who is an individual: (A) The partner's death; (B) the
appointment of a guardian or general conservator for the partner; or (C) a judicial determination that the partner has otherwise become incapable of performing the partner's
duties under the partnership agreement;
(8) In the case of a partner that is a trust or is acting as a partner by virtue of being
a trustee of a trust, distribution of the trust's entire transferable interest in the partnership,
but not merely by reason of the substitution of a successor trustee;
(9) In the case of a partner that is an estate or is acting as a partner by virtue of being
a personal representative of an estate, distribution of the estate's entire transferable
interest in the partnership, but not merely by reason of the substitution of a successor
personal representative; or
(10) Termination of a partner who is not an individual, partnership, corporation,
trust or estate.
(P.A. 95-341, S. 31, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-356. Partner's power to dissociate. Wrongful dissociation. (a) A partner
has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant
to subdivision (1) of section 34-355.
(b) A partner's dissociation is wrongful only if:
(1) It is in breach of an express provision of the partnership agreement; or
(2) In the case of a partnership for a definite term or particular undertaking, before
the expiration of the term or the completion of the undertaking: (A) The partner withdraws by express will, unless the withdrawal follows within ninety days after another
partner's dissociation by death or otherwise under subdivisions (6) to (10), inclusive,
of section 34-355 or wrongful dissociation under this subsection; (B) the partner is
expelled by judicial determination under subdivision (5) of section 34-355; (C) the
partner is dissociated by becoming a debtor in bankruptcy; or (D) in the case of a partner
who is not an individual, trust, other than a business trust, or estate, the partner is expelled
or otherwise dissociated because it wilfully dissolved or terminated.
(c) A partner who wrongfully dissociates is liable to the partnership and to the other
partners for damages caused by the dissociation. The liability is in addition to any other
obligation of the partner to the partnership or to the other partners.
(P.A. 95-341, S. 32, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-357. Effect of partner's dissociation. (a) If a partner's dissociation results
in a dissolution and winding up of the partnership business, sections 34-372 to 34-378,
inclusive, apply; otherwise, sections 34-362 to 34-366, inclusive, apply.
(b) Upon a partner's dissociation:
(1) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 34-374;
(2) The partner's duty of loyalty under subdivision (3) of subsection (b) of section
34-338 terminates; and
(3) The partner's duty of loyalty under subdivisions (1) and (2) of subsection (b)
of section 34-338 and duty of care under subsection (c) of said section 34-338 continue
only with regard to matters arising and events occurring before the partner's dissociation,
unless the partner participates in winding up the partnership's business pursuant to section 34-374.
(P.A. 95-341, S. 33, 58.)
History: P.A. 95-341 effective July 1, 1997.
Secs. 34-358 to 34-361. Reserved for future use.
PART VII
PARTNER'S DISSOCIATION
WHEN BUSINESS NOT WOUND UP
Sec. 34-362. Purchase of dissociated partner's interest. (a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 34-372, the partnership shall cause the dissociated partner's
interest in the partnership to be purchased for a buyout price determined pursuant to
subsection (b) of this section.
(b) The buyout price of a dissociated partner's interest is the amount that would
have been distributable to the dissociating partner under subsection (b) of section 34-378 if, on the date of dissociation, the assets of the partnership were sold at a price equal
to the greater of the liquidation value or the value based on a sale of the entire business
as a going concern without the dissociated partner and the partnership were wound up
as of that date. Interest must be paid from the date of dissociation to the date of payment.
(c) Damages for wrongful dissociation under subsection (b) of section 34-356, and
all other amounts owing, whether or not presently due, from the dissociated partner to
the partnership, must be offset against the buyout price. Interest must be paid from the
date the amount owed becomes due to the date of payment.
(d) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under section 34-363.
(e) If no agreement for the purchase of a dissociated partner's interest is reached
within one hundred twenty days after a written demand for payment, the partnership
shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership
estimates to be the buyout price and accrued interest, reduced by any offsets and accrued
interest under subsection (c) of this section.
(f) If a deferred payment is authorized under subsection (h) of this section, the
partnership may tender a written offer to pay the amount it estimates to be the buyout
price and accrued interest, reduced by any offsets under subsection (c) of this section,
stating the time of payment, the amount and type of security for payment and the other
terms and conditions of the obligation.
(g) The payment or tender required by subsection (e) or (f) of this section, must be
accompanied by the following: (1) A statement of partnership assets and liabilities as
of the date of dissociation; (2) the latest available partnership balance sheet and income
statement, if any; (3) an explanation of how the estimated amount of the payment was
calculated; and (4) written notice that the payment is in full satisfaction of the obligation
to purchase unless, within one hundred twenty days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under
subsection (c) of this section or other terms of the obligation to purchase.
(h) A partner who wrongfully dissociates before the expiration of a definite term
or the completion of a particular undertaking is not entitled to payment of any portion
of the buyout price until the expiration of the term or completion of the undertaking,
unless the partner establishes to the satisfaction of the court that earlier payment will
not cause undue hardship to the business of the partnership. A deferred payment must
be adequately secured and bear interest.
(i) A dissociated partner may maintain an action against the partnership, pursuant
to subparagraph (B) of subdivision (2) of subsection (b) of section 34-339, to determine
the buyout price of that partner's interest, any offsets under subsection (c) of this section
or other terms of the obligation to purchase. The action must be commenced within one
hundred twenty days after the partnership has tendered payment or an offer to pay or
within one year after written demand for payment if no payment or offer to pay is
tendered. The court shall determine the buyout price of the dissociated partner's interest,
any offset due under subsection (c) of this section and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under
subsection (h) of this section, the court shall also determine the security for payment
and other terms of the obligation to purchase. The court may assess reasonable attorney's
fees and the fees and expenses of appraisers or other experts for a party to the action,
in amounts the court finds equitable, against a party that the court finds acted arbitrarily,
vexatiously or not in good faith. The finding may be based on the partnership's failure
to tender payment or an offer to pay or to comply with subsection (g) of this section.
(P.A. 95-341, S. 34, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-363. Dissociated partner's power to bind and liability to partnership.
(a) For two years after a partner dissociates without resulting in a dissolution and winding
up of the partnership business, the partnership, including a surviving partnership under
sections 34-384 to 34-391, inclusive, is bound by an act of the dissociated partner which
would have bound the partnership under section 34-322 before dissociation only if at
the time of entering into the transaction the other party: (1) Reasonably believed that
the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under subsection (e) of section 34-324 or notice under subsection (c) of section 34-365.
(b) A dissociated partner is liable to the partnership for any damage caused to the
partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section.
(P.A. 95-341, S. 35, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-364. Dissociated partner's liability to other persons. (a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation
incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b) of this
section.
(b) A partner who dissociates without resulting in a dissolution and winding up of
the partnership business is liable as a partner to the other party in a transaction entered
into by the partnership, or a surviving partnership under sections 34-384 to 34-391,
inclusive, within two years after the partner's dissociation, only if at the time of entering
into the transaction the other party: (1) Reasonably believed that the dissociated partner
was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not
deemed to have had knowledge under subsection (e) of section 34-324 or notice under
subsection (c) of section 34-365.
(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(d) A dissociated partner is released from liability for a partnership obligation if a
partnership creditor, with notice of the partner's dissociation but without the partner's
consent, agrees to a material alteration in the nature or time of payment of a partnership
obligation.
(P.A. 95-341, S. 36, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-365. Statement of dissociation. (a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that
the partner is dissociated from the partnership.
(b) A statement of dissociation is a limitation on the authority of a dissociated partner
for the purposes of subsections (d) and (e) of section 34-324.
(c) For the purposes of subdivision (3) of subsection (a) of section 34-363 and
subdivision (3) of subsection (b) of section 34-364, a person not a partner is deemed to
have notice of the dissociation ninety days after the statement of dissociation is filed.
(P.A. 95-341, S. 37, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-366. Continued use of partnership name. Continued use of a partnership
name, or a dissociated partner's name as part thereof, by partners continuing the business
does not of itself make the dissociated partner liable for an obligation of the partners or
the partnership continuing the business.
(P.A. 95-341, S. 38, 58.)
History: P.A. 95-341 effective July 1, 1997.
Secs. 34-367 to 34-371. Reserved for future use.
PART VIII
WINDING UP OF PARTNERSHIP BUSINESS
Sec. 34-372. Events causing dissolution and winding up of partnership business. A partnership is dissolved, and its business must be wound up, only upon the
occurrence of any of the following events:
(1) In a partnership at will, the partnership's having notice from a partner, other
than a partner who is dissociated under subdivisions (2) to (10), inclusive, of section
34-355 of that partner's express will to withdraw as a partner, or on a later date specified
by the partner;
(2) In a partnership for a definite term or particular undertaking: (A) The expiration
of ninety days after a partner's dissociation by death or otherwise under subdivisions
(6) to (10), inclusive, of section 34-355 or wrongful dissociation under subsection (b)
of section 34-356, the express will of at least half of the remaining partners to wind up
the partnership business, for which purpose a partner's rightful dissociation pursuant
to subparagraph (A) of subdivision (2) of subsection (b) of section 34-356 constitutes
the expression of that partner's will to wind up the partnership business; (B) the express
will of all of the partners to wind up the partnership business; or (C) the expiration of
the term or the completion of the undertaking;
(3) An event agreed to in the partnership agreement resulting in the winding up of
the partnership business;
(4) An event that makes it unlawful for all or substantially all of the business of the
partnership to be continued, but a cure of illegality within ninety days after notice to
the partnership of the event is effective retroactively to the date of the event for purposes
of this section;
(5) On application by a partner, a judicial determination that: (A) The economic
purpose of the partnership is likely to be unreasonably frustrated; (B) another partner has
engaged in conduct relating to the partnership business which makes it not reasonably
practicable to carry on the business in partnership with that partner; or (C) it is not
otherwise reasonably practicable to carry on the partnership business in conformity with
the partnership agreement; or
(6) On application by a transferee of a partner's transferable interest, a judicial
determination that it is equitable to wind up the partnership business: (A) After the
expiration of the term or completion of the undertaking, if the partnership was for a
definite term or particular undertaking at the time of the transfer or entry of the charging
order that gave rise to the transfer; or (B) at any time, if the partnership was a partnership
at will at the time of the transfer or entry of the charging order that gave rise to the
transfer.
(P.A. 95-341, S. 39, 58; P.A. 00-50, S. 1.)
History: P.A. 95-341 effective July 1, 1997; P.A. 00-50 amended Subdiv. (2) by replacing in Subpara. (A) "unless
before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant
to subparagraph (A) of subdivision (2) of subsection (b) of section 34-356, agree to continue the partnership" with "the
express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's
rightful dissociation pursuant to subparagraph (A) of subdivision (2) of subsection (b) of section 34-356 constitutes the
expression of that partner's will to wind up the partnership business".
Sec. 34-373. Partnership continues after dissolution. (a) Subject to subsection
(b) of this section, a partnership continues after dissolution only for the purpose of
winding up its business. The partnership is terminated when the winding up of its business is completed.
(b) At any time after the dissolution of a partnership and before the winding up of
its business is completed, all of the partners, including any dissociating partner other
than a wrongfully dissociating partner, may waive the right to have the partnership's
business wound up and the partnership terminated. In that event: (1) The partnership
resumes carrying on its business as if dissolution had never occurred, and any liability
incurred by the partnership or a partner after the dissolution and before the waiver is
determined as if dissolution had never occurred; and (2) the rights of a third party accruing under subdivision (1) of section 34-375 or arising out of conduct in reliance on the
dissolution before the third party knew or received a notification of the waiver may not
be adversely affected.
(P.A. 95-341, S. 40, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-374. Right to wind up partnership business. (a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's
business, but on application of any partner, partner's legal representative or transferee,
the Superior Court, for good cause shown, may order judicial supervision of the winding up.
(b) The legal representative of the last surviving partner may wind up a partnership's
business.
(c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions
and proceedings, whether civil, criminal or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to section 34-378, settle
disputes by mediation or arbitration and perform other necessary acts.
(P.A. 95-341, S. 41, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-375. Partner's power to bind partnership after dissolution. Subject to
section 34-376, a partnership is bound by a partner's act after dissolution that:
(1) Is appropriate for winding up the partnership business; or
(2) Would have bound the partnership under section 34-322 before dissolution, if
the other party to the transaction did not have notice of the dissolution.
(P.A. 95-341, S. 42, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-376. Statement of dissolution. (a) After dissolution, a partner who has
not wrongfully dissociated may file a statement of dissolution stating the name of the
partnership and that the partnership has dissolved and is winding up its business.
(b) A statement of dissolution cancels a filed statement of partnership authority for
the purposes of subsection (d) of section 34-324 and is a limitation on authority for the
purposes of subsection (e) of said section.
(c) For the purposes of sections 34-322 and 34-375, a person not a partner is deemed
to have notice of the dissolution and the limitation on the partner's authority as a result
of the statement of dissolution ninety days after it is filed.
(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved
partnership may file and, if appropriate, record a statement of partnership authority
which will operate with respect to a person not a partner as provided in subsections (d)
and (e) of section 34-324 in any transaction, whether or not the transaction is appropriate
for winding up the partnership business.
(P.A. 95-341, S. 43, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-377. Partner's liability to other partners after dissolution. (a) Except
as otherwise provided in subsection (b) of this section and subsections (c) and (d) of
section 34-327, after dissolution a partner is liable to the other partners for the partner's
share of any partnership liability incurred under section 34-375.
(b) A partner who, with knowledge of the dissolution, incurs a partnership liability
under subdivision (2) of section 34-375 by an act that is not appropriate for winding
up the partnership business is liable to the partnership for any damage caused to the
partnership arising from the liability.
(P.A. 95-341, S. 44, 58.)
History: P.A. 95-341 effective July 1, 1997.
Sec. 34-378. Settlement of accounts and contributions among partners. (a) In
winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations
to creditors, including, to the extent permitted by law, partners who are creditors. Any
surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b) of this section.
(b) Each partner is entitled to a settlement of all partnership accounts upon winding
up the partnership business. In settling accounts among the partners, the profits and
losses that result from the liquidation of the partnership assets must be credited and
charged to the partners' accounts. The partnership shall make a distribution to a partner
in an amount equal to any excess of the credits over the charges in the partner's account.
Except as provided in subsection (c) of section 34-327, a partner shall contribute to the
partnership an amount equal to any excess of the charges over the credits in the partner's
account.
(c) If a partner fails to contribute the full amount required under subsection (b) of
this section, all of the other partners shall contribute, in the proportions in which those
partners share partnership losses, the additional amount necessary to satisfy the partnership obligations unless the obligation is for a debt, obligation or liability for which the
partner is not liable as provided in subsection (c) of section 34-327. A partner or partner's
legal representative may recover from the other partners any contributions the partner
makes to the extent the amount contributed exceeds that partner's share of the partnership
obligations and the other partners are liable under section 34-327.
(d) After the settlement of accounts, each partner shall contribute, in the proportion
in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement unless the obligation
is for a debt, obligation or liability for which the partner is not liable as provided in
subsection (c) of section 34-327.
(e) The estate of a deceased partner is liable for the partner's obligation to contribute
to the partnership.
(f) An assignee for the benefit of creditors of a partnership or a partner, or a person
appointed by a court to represent creditors of a partnership or a partner, may enforce a
partner's obligation to contribute to the partnership.
(P.A. 95-341, S. 45, 58; P.A. 00-50, S. 2.)
History: P.A. 95-341 effective July 1, 1997; P.A. 00-50 amended Subsec. (c) to make the failure of a partner to contribute
"the full amount required under subsection (b) of this section" the event that requires all of the other partners to contribute.