(a)If a partner is dissociated from a partnership without
resulting in a dissolution and winding up of the partnership
business under W.S. 17-21-801, 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 W.S. 17-21-808(b) 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. In either case, the sale price of t
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(a) If a partner is dissociated from a partnership without
resulting in a dissolution and winding up of the partnership
business under W.S. 17-21-801, 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 W.S. 17-21-808(b) 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. In either case, the sale price of the partnership assets
shall be determined on the basis of the amount that would be
paid by a willing buyer to a willing seller, neither being under
any compulsion to buy or sell, and with knowledge of all
relevant facts. Interest shall be paid from the date of
dissociation to the date of payment.
(c) Damages for wrongful dissociation under W.S.
17-21-602(b) and all other amounts owing, whether or not
presently due, from the dissociated partner to the partnership,
shall be offset against the buyout price. Interest shall be
paid from the date the amount owed becomes due to the date of
payment.
(d) A partnership shall indemnify a dissociated partner
against all partnership liabilities incurred before the
dissociation, except liabilities then unknown to the
partnership, and against all partnership liabilities incurred
after the dissociation, except liabilities incurred by an act of
the dissociated partner under W.S. 17-21-702. For purposes of
this subsection, a liability not known to a partner other than
the dissociated partner is not known to the partnership.
(e) If no agreement for the purchase of a dissociated
partner's interest is reached within one hundred twenty (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 shall be accompanied by the following:
(i) A statement of partnership assets and liabilities
as of the date of dissociation;
(ii) The latest available partnership balance sheet
and income statement, if any;
(iii) An explanation of how the estimated amount of
the payment was calculated; and
(iv) Written notice that the payment is in full
satisfaction of the obligation to purchase unless, within one
hundred twenty (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 purchase obligation.
(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 shall be adequately secured and bear interest.
(j) A dissociated partner may maintain an action against
the partnership pursuant to W.S. 17-21-406(b)(ii)(B), to
determine the buyout price of that partner's interest, any
offsets under subsection (c) of this section or other terms of
the purchase obligation. The action shall be commenced within
one hundred twenty (120) days after the partnership has tendered
payment or an offer to pay or within one (1) 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 any other party, if the court finds that the
other party acted arbitrarily, vexatiously or not in good faith,
including the partnership's failure to tender payment or an
offer to pay or to comply with the requirements of subsection
(g) of this section.