LD 1609
pg. 92
Page 91 of 148 An Act To Establish the Uniform Partnership Act Page 93 of 148
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LR 1469
Item 1

 
time of payment, the amount and type of security for payment and
the other terms and conditions of the obligation.

 
7.__Disclosures with payment or tender.__The payment or tender
required by subsection 5 or 6 must be accompanied by the
following:

 
A.__A statement of partnership assets and liabilities as of
the date of dissociation;

 
B.__The latest available partnership balance sheet and
income statement, if any;

 
C.__An explanation of how the estimated amount of the
payment was calculated; and

 
D.__Written notice that the payment is in full satisfaction
of the obligation to purchase unless, within 120 days after
the written notice, the dissociated partner commences an
action to determine the buyout price, any offsets under
subsection 3 or other terms of the obligation to purchase.

 
8.__Wrongful dissociation.__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.

 
9.__Dissociated partner's action against partnership.__A
dissociated partner may maintain an action against the
partnership, pursuant to section 1045, subsection 2, paragraph B,
subparagraph (2), to determine the buyout price of that partner's
interest, any offsets under subsection 3, or other terms of the
obligation to purchase.__The action must be commenced within 120
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 3, and accrued interest, and enter
judgment for any additional payment or refund.__If deferred
payment is authorized under subsection 8, 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


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