§ 3261. Purchase of dissociated partner’s interest
(a) If a partner is dissociated from a partnership without resulting in a dissolution
and winding up of the partnership business under section 3271 of this title, the partnership shall cause the dissociated partner’s interest in the partnership
to be purchased for a buyout price determined pursuant to subsection (b) of this section.
(b) The buyout price of a dissociated partner’s interest is the amount that would have
been distributable to the dissociating partner under subsection 3277(b) of this title, if, on the date of dissociation, the assets of the partnership were sold at a price
equal to the greater of the liquidation value or the value based on a sale of the
entire business as a going concern without the dissociated partner and the partnership
were wound up as of that date. Interest must be paid from the date of dissociation
to the date of payment.
(c) Damages for wrongful dissociation under subsection 3252(b) of this title, and all other amounts owing, whether or not presently due, from the dissociated
partner to the partnership, must be offset against the buyout price. Interest must
be paid from the date the amount owed becomes due to the date of payment.
(d) A partnership shall indemnify a dissociated partner whose interest is being purchased
against all partnership liabilities, whether incurred before or after the dissociation,
except liabilities incurred by an act of the dissociated partner under section 3262 of this title.
(e) If no agreement for the purchase of a dissociated partner’s interest is reached within
120 days after a written demand for payment, the partnership shall pay, or cause to
be paid, in cash to the dissociated partner the amount the partnership estimates to
be the buyout price and accrued interest, reduced by any offsets and accrued interest
under subsection (c) of this section.
(f) If a deferred payment is authorized under subsection (h) of this section, the partnership
may tender a written offer to pay the amount it estimates to be the buyout price and
accrued interest, reduced by any offsets under subsection (c) of this section, stating
the time of payment, the amount and type of security for payment, and the other terms
and conditions of the obligation.
(g) The payment or tender required by subsection (e) or (f) of this section must be accompanied
by the following:
(1) a statement of partnership assets and liabilities as of the date of dissociation;
(2) the latest available partnership balance sheet and income statement, if any;
(3) an explanation of how the estimated amount of the payment was calculated; and
(4) written notice that the payment is in full satisfaction of the obligation to purchase
unless, within 120 days after the written notice, the dissociated partner commences
an action to determine the buyout price, any offsets under subsection (c) of this
section, or other terms of the obligation to purchase.
(h) A partner who wrongfully dissociates before the expiration of a definite term or the
completion of a particular undertaking is not entitled to payment of any portion of
the buyout price until the expiration of the term or completion of the undertaking,
unless the partner establishes to the satisfaction of the court that earlier payment
will not cause undue hardship to the business of the partnership. A deferred payment
must be adequately secured and bear interest.
(i) A dissociated partner may maintain an action against the partnership, pursuant to
subdivision 3235(b)(2)(B) of this title, to determine the buyout price of that partner’s interest, any offsets under subsection
(c) of this section, or other terms of the obligation to purchase. The action must
be commenced within 120 days after the partnership has tendered payment or an offer
to pay or within one year after written demand for payment if no payment or offer
to pay is tendered. The court shall determine the buyout price of the dissociated
partner’s interest, any offset due under subsection (c) of this section, and accrued
interest, and enter judgment for any additional payment or refund. If deferred payment
is authorized under subsection (h) of this section, the court shall also determine
the security for payment and other terms of the obligation to purchase. The court
may assess reasonable attorney’s fees and the fees and expenses of appraisers or other
experts for a party to the action, in amounts the court finds equitable, against a
party that the court finds acted arbitrarily, vexatiously, or not in good faith. The
finding may be based on the partnership’s failure to tender payment or an offer to
pay or to comply with subsection (g) of this section. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)