358.180. Rules determining rights and duties of partners. - Missouri Statutes

Rules determining rights and duties of partners.

358.180. The rights and duties of the partners in relation to thepartnership shall be determined, subject to any agreement between them, bythe following rules:

(1) Each partner shall be repaid the partner's contributions, whetherby way of capital or advances to the partnership property and share equallyin the profits and surplus remaining after all liabilities, including thoseto partners, are satisfied; and except as provided in subsection 2 ofsection 358.150, each partner must contribute toward the losses, whether ofcapital or otherwise, sustained by the partnership according to thepartner's share in the profits;

(2) The partnership must indemnify every partner in respect ofpayments made and personal liabilities reasonably incurred by the partnerin the ordinary and proper conduct of its business, or for the preservationof its business or property;

(3) A partner, who in aid of the partnership makes any payment oradvance beyond the amount of capital which the partner agreed tocontribute, shall be paid interest from the date of the payment or advance;

(4) A partner shall receive interest on the capital contributed bythe partner only from the date when repayment should be made;

(5) All partners have equal rights in the management and conduct ofthe partnership business;

(6) No partner is entitled to remuneration for acting in thepartnership business, except that a surviving partner is entitled toreasonable compensation for the partner's services in winding up thepartnership affairs;

(7) No person can become a member of a partnership without theconsent of all the partners; and

(8) Any difference arising as to ordinary matters connected with thepartnership business may be decided by a majority of the partners; but noact in contravention of any agreement between the partners may be donerightfully without the consent of all the partners.

(L. 1949 p. 506 § 18, A.L. 1995 H.B. 558)

(1972) As used in partnership contract "dissolved by agreement of the partners" did not mean agreement by less than all of the partners and where partners other than plaintiff decided to dissolve partnership and offered only the sum due under agreement clause inapplicable to circumstances of dissolution, plaintiff was entitled to prejudgment interest beginning on date of dissolution to date of judgment. Haynes v. Allen (A.), 482 S.W.2d 85.