25.10.836 - Partner -- Dissent -- Payment of fair value. - Washington Statutes

Partner — Dissent — Payment of fair value.

(1) Except as provided in RCW 25.10.846 or 25.10.856(2), a partner of a domestic limited partnership is entitled to dissent from, and obtain payment of, the fair value of the partner's partnership interest in the event of consummation of a plan of merger to which the limited partnership is a party as permitted by RCW 25.10.776.

     (2) A partner entitled to dissent and obtain payment for the partner's partnership interest under this article may not challenge the merger creating the partner's entitlement unless the merger fails to comply with the procedural requirements imposed by this chapter, Title 23B RCW, chapter 25.05 RCW, chapter 25.15 RCW, or the partnership agreement, or is fraudulent with respect to the partner or the limited partnership.

     (3) The right of a dissenting partner to obtain payment of the fair value of the partner's partnership interest shall terminate upon the occurrence of any one of the following events:

     (a) The proposed merger is abandoned or rescinded;

     (b) A court having jurisdiction permanently enjoins or sets aside the merger; or

     (c) The partner's demand for payment is withdrawn with the written consent of the limited partnership.

[2009 c 188 § 1202.]