| | | It is not intended that the partnership's right of setoff be | | construed to limit the amount of the damages for the partner's | | wrongful dissociation and any other amounts owing to the | | partnership to the value of the dissociated partner's interest. | | Those amounts may result in a net sum due to the partnership from | | the dissociated partner. |
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| | | 5. Subsection (d) follows the UPA Section 38 rule and | | provides that the partnership must indemnify a dissociated | | partner against all partnership liabilities, whether incurred | | before or after the dissociation, except those incurred by the | | dissociated partner under Section 702. |
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| | | 6. Subsection (e) provides that, if no agreement for the | | purchase of the dissociated partner's interest is reached within | | 120 days after the dissociated partner's written demand for | | payment, the partnership must pay, or cause to be paid, in cash | | the amount it estimates to be the buyout price, adjusted for any | | offsets allowed and accrued interest. Thus, the dissociating | | partner will receive in cash within 120 days of dissociation the | | undisputed minimum value of the partner's partnership interest. | | If the dissociated partner claims that the buyout price should be | | higher, suit may thereafter be brought as provided in subsection | | (i) to have the amount of the buyout price determined by the | | court. This is similar to the procedure for determining the | | value of dissenting shareholders' shares under RMBCA Sections | | 13.20-13.28. |
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| | | The "cause to be paid" language of subsection (a) is repeated | | here to permit either the partnership, one or more of the | | continuing partners, or a third-party purchaser to tender payment | | of the estimated amount due. |
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| | | 7. Subsection (f) provides that, when deferred payment is | | authorized in the case of a wrongfully dissociating partner, a | | written offer stating the amount the partnership estimates to be | | the purchase price should be tendered within the 120day period, | | even though actual payment of the amount may be deferred, | | possibly for many years. See Comment 8. The dissociated partner | | is entitled to know at the time of dissociation what amount the | | remaining partners think is due, including the estimated amount | | of any damages allegedly caused by the partner's wrongful | | dissociation that may be offset against the buyout price. |
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| | | 8. Subsection (g) provides that the payment of the estimated | | price (or tender of a written offer under subsection (f)) by the | | partnership must be accompanied by (1) a statement of the | | partnership's assets and liabilities as of the date of the | | partner's dissociation; (2) the latest available balance sheet | | and income statement, if the partnership maintains such financial |
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