§ 8462 — Power to dissociate as partner and wrongful dissociation

Pennsylvania § 8462

• Jurisdiction: Pennsylvania
• Title 15: CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
• Part: PART III
• Ch. 84: GENERAL PARTNERSHIPS
• Subch.: DISSOCIATION

Text

(a) Power to dissociate.--A person has the power to dissociate as a partner at any time, rightfully or wrongfully, by withdrawing as a partner by express will under section 8461(1) (relating to events causing dissociation).

(b) Wrongful dissociation.--A person's dissociation as a partner is wrongful only if the dissociation:

(1) is in breach of an express provision of the partnership agreement; or

(2) in the case of a partnership for a definite term or particular undertaking, occurs before the expiration of the term or the completion of the undertaking and:

(i) the person withdraws as a partner by express will, unless the withdrawal follows within 90 days after another person's dissociation by death or otherwise under section 8461(6), (7), (8), (9) or (10) or wrongful dissociation under this subsection;

(ii) the person is expelled as a partner by judicial order under section 8461(5);

(iii) the person is dissociated under section 8461(6); or

(iv) in the case of a person that is not a trust other than a business or statutory trust, an estate or an individual, the person is expelled or otherwise dissociated because it willfully dissolved or terminated.

(c) Damages for wrongful dissociation.--A person that wrongfully dissociates as a partner is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation or other liability of the partner to the partnership or the other partners.

(d) Cross reference.--See section 8415(c)(14) (relating to contents of partnership agreement).

Legislative History

Cross References.Section 8462 is referred to in sections 8415, 8471, 8481 of this title.