Section 701(c) provides that any damages for wrongful dissociation may be offset against the amount of the buyout price due to the partner under Section 701(a), and Section 701(h) provides that a partner who wrongfully dissociates from a term partnership is not entitled to payment of the buyout price until the term expires.

Under UPA Section 38(2)(c)(II), in addition to an offset for damages, the goodwill value of the partnership is excluded in determining the value of a wrongfully dissociating partner's partnership interest. Under RUPA, however, unless the partnership's goodwill is damaged by the wrongful dissociation, the value of the wrongfully dissociating partner's interest will include any goodwill value of the partnership. If the firm's goodwill is damaged, the amount of the damages suffered by the partnership and the remaining partners will be offset against the buyout price. See Section 701 and Comments.

§1063.__Effect of partner's dissociation

1.__Appreciation of law.__If a partner's dissociation results in a dissolution and winding up of the partnership business, subchapter 8 applies; otherwise, subchapter 7 applies.

2.__Internal effects of partner's dissociation.__Upon a partner's dissociation:

A.__The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 1083;

B.__The partner's duty of loyalty under section 1044, subsection 2, paragraph C terminates; and

C.__The partner's duty of loyalty under section 1044, subsection 2, paragraphs A and B and duty of care under section 1044, subsection 3 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 1083.