§ 7-12-49. Rights of partners to application of partnership property. [Repealed effective January 1, 2023.]
(a) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his or her copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by the expulsion of a bona fide partner under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under § 7-12-47(b), he or she receives in cash only the net amount due him or her from the partnership.
(b) When dissolution is caused in contravention of the partnership agreement, the rights of the partners are as follows:
(1) Each partner who has not wrongfully caused dissolution has:
(i) All the rights specified in subsection (a); and
(ii) The right, as against each partner who has wrongfully caused the dissolution, to damages for breach of the agreement.
(2) The partners who have not wrongfully caused the dissolution, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has wrongfully caused the dissolution, the value of his or her interest in the partnership at the dissolution, less any damages recoverable under subsection (b)(1)(ii), and in like manner indemnify him or her against all present or future partnership liabilities.
(3) A partner who has wrongfully caused the dissolution has:
(i) If the business is not continued under the provisions of subsection (b)(2), all the rights of a partner under subsection (a), subject to subsection (b)(1)(ii);
(ii) If the business is continued under subsection (b)(2), the right as against his or her copartners, and all claiming through them as to their interests in the partnership, to have the value of his or her interest in the partnership, less any damages caused to his or her copartners by the dissolution, ascertained and paid to him or her in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner’s interest, the value of the good will of the business is not considered.
History of Section.R.P.L. 1957, ch. 74, § 38; P.L. 2018, ch. 346, § 12.
§ 7-12-49. [Repealed effective January 1, 2023.]
History of Section.R.P.L. 1957, ch. 74, § 38; P.L. 2018, ch. 346, § 12; repealed by P.L. 2022, ch. 123, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 124, § 1, effective January 1, 2023.
Structure Rhode Island General Laws
Title 7 - Corporations, Associations and Partnerships
Section 7-12-1. - Provisions in partnership agreements deemed nontestamentary.
Section 7-12-2. - Death of partner — Statement delivered to administrator or executor.
Section 7-12-3. - Examination of books and property by representative of deceased partner.
Section 7-12-4. - Separate composition with creditors on dissolution of partnership.
Section 7-12-5. - Separate composition as full discharge of partner.
Section 7-12-6. - Payment by partner in excess of his or her proportion.
Section 7-12-7. - Insolvency or absconding of partner.
Section 7-12-8. - Memorandum exonerating partner on separate composition.
Section 7-12-9. - Partners not discharged by separate composition — Defenses to creditor’s action.
Section 7-12-10. - Application to joint debtors.
Section 7-12-11. - Limited partnership law unaffected.
Section 7-12-12. - Short title. [Repealed effective January 1, 2023.]
Section 7-12-13. - Definitions. [Repealed effective January 1, 2023.]
Section 7-12-14. - Interpretation of knowledge and notice. [Repealed effective January 1, 2023.]
Section 7-12-15. - Rules of construction. [Repealed effective January 1, 2023.]
Section 7-12-16. - Rules for cases not provided for. [Repealed effective January 1, 2023.]
Section 7-12-17. - Partnership defined. [Repealed effective January 1, 2023.]
Section 7-12-19. - Partnership property. [Repealed effective January 1, 2023.]
Section 7-12-22. - Partnership bound by admission of partner. [Repealed effective January 1, 2023.]
Section 7-12-26. - Nature of partner’s liability. [Repealed effective January 1, 2023.]
Section 7-12-27. - Partner by estoppel. [Repealed effective January 1, 2023.]
Section 7-12-28. - Liability of incoming partner. [Repealed effective January 1, 2023.]
Section 7-12-30. - Partnership books. [Repealed effective January 1, 2023.]
Section 7-12-31. - Duty of partners to render information. [Repealed effective January 1, 2023.]
Section 7-12-31.1. - Nature of business.
Section 7-12-32. - Partner accountable as a fiduciary. [Repealed effective January 1, 2023.]
Section 7-12-33. - Right to an account. [Repealed effective January 1, 2023.]
Section 7-12-35. - Extent of property rights of a partner. [Repealed effective January 1, 2023.]
Section 7-12-38. - Assignment of partner’s interest. [Repealed effective January 1, 2023.]
Section 7-12-40. - Dissolution defined. [Repealed effective January 1, 2023.]
Section 7-12-41. - Partnership not terminated by dissolution. [Repealed effective January 1, 2023.]
Section 7-12-42. - Causes of dissolution. [Repealed effective January 1, 2023.]
Section 7-12-43. - Dissolution by decree of court. [Repealed effective January 1, 2023.]
Section 7-12-48. - Right to wind up. [Repealed effective January 1, 2023.]
Section 7-12-51. - Rules for distribution. [Repealed effective January 1, 2023.]
Section 7-12-54. - Accrual of actions. [Repealed effective January 1, 2023.]
Section 7-12-55. - Other laws preserved. [Repealed effective January 1, 2023.]
Section 7-12-56. - Registered limited-liability partnerships. [Repealed effective January 1, 2023.]
Section 7-12-60. - Filing of returns with the tax administrator — Annual charge.