3.__Event in partnership agreement.__An event agreed to in the partnership agreement resulting in the winding up of the partnership business;

4.__Unlawful continuation; cure.__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 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

5.__Judicial determination; application by partner.__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 that 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.__Judicial determination; application by transferee.__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.

Comment

(This is Section 801 of the Uniform Partnership Act (1997).)

1. Under UPA Section 29, a partnership is dissolved every time a partner leaves. That reflects the aggregate nature of the