48-1-35 - Rights of partners to application of partnership property. - Utah Statutes

48-1-35. Rights of partners to application of partnership property.
(1) When dissolution is caused in any way, except in contravention of the partnershipagreement, each partner, as against his copartners and all persons claiming through them inrespect of their interests in the partnership, unless otherwise agreed, may have the partnershipproperty applied to discharge its liabilities, and the surplus applied to pay in cash the net amountowing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fideunder the partnership agreement, and if the expelled partner is discharged from all partnershipliabilities either by payment or agreement under Section 48-1-33(2), he shall receive in cash onlythe net amount due him from the partnership.
(2) When dissolution is caused in contravention of the partnership agreement the rights ofthe partners shall be as follows:
(a) Each partner who has not caused dissolution wrongfully shall have:
(i) all the rights specified in paragraph (1) of this section; and
(ii) the right as against each partner who has caused the dissolution wrongfully todamages for breach of the agreement.
(b) The partners who have not caused the dissolution wrongfully, if they all desire tocontinue the business in the same name, either by themselves or jointly with others, may do soduring the agreed term for the partnership, and for that purpose may possess the partnershipproperty; provided, they pay to any partner who has caused the dissolution wrongfully the valueof his interest in the partnership at the dissolution, less any damages recoverable under clause(2)(a)(ii) of this section or secure the payment by bond approved by the court, and in like mannerindemnify him against all present or future partnership liabilities.
(c) A partner who has caused the dissolution wrongfully shall have:
(i) If the business is not continued under the provisions of paragraph (2)(b), all the rightsof a partner under paragraph (1), subject to clause (2)(a)(ii) of this section.
(ii) If the business is continued under paragraph (2)(b) of this section, the right as againsthis copartners, and all claiming through them, in respect of their interests in the partnership, tohave the value of his interest in the partnership, less any damages caused to his copartners by thedissolution, ascertained and paid to him in cash, or the payment secured by bond approved by thecourt, and to be released from all existing liabilities of the partnership; but in ascertaining thevalue of the partner's interest the value of the good will of the business shall not be considered.

No Change Since 1953