§ 8360. Rights of partners to application of partnership property.
(a) General rule.--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 section 8358(b) (relating to effect of dissolution on existing liability of partner), he shall receive in cash only the net amount due him from the partnership.
(b) Dissolution in contravention of agreement.--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:
(i) All the rights specified in subsection (a).
(ii) 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, if 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 (1)(ii), and in like manner indemnify him against all present or future partnership liabilities.
(3) A partner who has caused the dissolution wrongfully shall have:
(i) If the business is not continued under the provisions of paragraph (2), all the rights of a partner under subsection (a) subject to paragraph (1)(ii).
(ii) If the business is continued under paragraph (2), 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 interest 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 interest of the partner, the value of the goodwill of the business shall not be considered.
Cross References. Section 8360 is referred to in sections 8363, 8364 of this title.
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