LD 1609
pg. 82
Page 81 of 148 An Act To Establish the Uniform Partnership Act Page 83 of 148
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LR 1469
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situations in which the dissociation of a partner causes a winding
up of the business. Section 701 provides that in all other
situations there is a buyout of the partner's interest in the
partnership, rather than a windup of the partnership business. In
those other situations, the partnership entity continues,
unaffected by the partner's dissociation.

 
A dissociated partner remains a partner for some purposes and
still has some residual rights, duties, powers, and liabilities.
Although Section 601 determines when a partner is dissociated
from the partnership, the consequences of the partner's
dissociation do not all occur at the same time. Thus, it is more
useful to think of a dissociated partner as a partner for some
purposes, but as a former partner for others. For example, see
Section 403(b) (former partner's access to partnership books and
records). The consequences of a partner's dissociation depend on
whether the partnership continues or is wound up, as provided in
Articles 6, 7, and 8.

 
Section 601 enumerates all of the events that cause a
partner's dissociation. Section 601 is similar in approach to
RULPA Section 402, which lists the events resulting in a general
partner's withdrawal from a limited partnership.

 
2. Section 601(1) provides that a partner is dissociated when
the partnership has notice of the partner's express will to
withdraw as a partner, unless a later date is specified by the
partner. If a future date is specified by the partner, other
partners may dissociate before that date; specifying a future
date does not bind the others to remain as partners until that
date. See also Section 801(2)(i).

 
Section 602(a) provides that a partner has the power to
withdraw at any time. The power to withdraw is immutable under
Section 103(b)(6), with the exception that the partners may agree
the notice must be in writing. This continues the present rule
that a partner has the power to withdraw at will, even if not the
right. See UPA Section 31(2). Since no writing is required to
create a partner relationship, it was felt unnecessarily
formalistic, and a trap for the unwary, to require a writing to
end one. If a written notification is given, Section 102(d)
clarifies when it is deemed received.

 
RUPA continues the UPA "express will" concept, thus preserving
existing case law. Section 601(1) clarifies existing law by
providing that the partnership must have notice of the partner's
expression of will before the dissociation is effective. See
Section 102(b) for the meaning of "notice."


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