Apply bankruptcy

Law:

Dissolution: A partner has ceased to be

associated in the carrying on of the business.
29
Dissolution does not terminate partnership,
but continues until windup. 30.

No

Is the partner or
partnership
bankrupt? 31(4)
No

Was the dissociation caused by violation of

partnership agreement? 31(2)

No

Did the partner die

or retire? 31(4)

Yes

Yes

Yes

38(2)(b): Do all
partners, other than
the partner who
wrongfully dissolved
Yes
38(2): Firm
continues, the
dissolving
Yespartner is
paid the value of its
interest less
damages caused by
breach, not including
good will.
The wrongful partner
will be released from
all existing liabilities.
Assess are
distributed 40:
(1) Creditors who are
not partners;
(2) Partners who are
creditors
(3) Partners capital
(4) Partners profits.

No

Partners who
have not
wrongfully
dissolved
partnership,
legal
representative
of last surviving
partner, not
bankrupt, can
wind-up if they
obtain winding

Is it unlawful to carry
on the business?
31(3)

When not in
contravention of
agreement:
Each partner, including the
dissolving partner, may
have property liquidated to
discharge liabilities, and
the surplus paid to each
partner in cash.
If expelled, and
discharged from
liabilities the partner
may only receive cash in
amount due to him.
38(1)

Yes
No

No

31(1): (a)
termination of a
definite term or
particular
undertaking
specified in the
agreement; (b) A
partner at an at-will
partnership; (c) all
partners agreed; (d)

Have all the partners, the retired

partner, and/or estate of the dead
partner agreed to continue the
business. 41(3)

42: The retired partner or estate of

dead partner may have value of his
interest at the date of dissolution
ascertained, and shall receive an
amount equal to the value of his
interest in the dissolved partnership.
However, Creditors have priority.
41(8)
What is value? Unclear, RUPA
there is no minority discount

When in contravention
of agreement:
Each partner, not caused
the wrongful dissolution,
has 38(1) rights. 38(2)
(a)

Determination of Partners Continuing Liabilities for pre-dissolution debts and potation liability for
post dissolution debts

35: (1) After dissolution a partner can bind the partnership: (a) by any act appropriate for winding up
partnership affairs or completing transactions unfinished at dissolution; (b) By any transaction that
would bind the partnership if dissolution hadnt taken place: if the other party (i) had extended credit
prior to dissolution, and had no knowledge or notice of dissolution; or (ii) had not extended credit, but
had knowledge of partnership before dissolution, had no knowledge or notice of dissolution, and the
dissolution had not been advertised. (2) Partnership is not bound by partners act if: (a) dissolved
because unlawful; (b) partner is bankrupt; (c) partner has no authority
36: the dissolution does not itself discharge the existing liability of any partner.
If continuing business:
o Creditors of first dissolved partnership, are also creditors of second. 41