State Codes and Statutes

Statutes > Wisconsin > 178 > 178.33

178.33

178.33 Application of partnership property on dissolution.

178.33(1)

(1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against the other copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under s. 178.31 (2) the expelled partner shall receive in cash only the net amount due the expelled partner from the partnership.

178.33(2)

(2) When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows:

178.33(2)(a)

(a) Each partner who has not caused dissolution wrongfully shall have all the rights specified in sub. (1), and the right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.

178.33(2)(b)

(b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his or her interest in the partnership at the dissolution, less any damages recoverable under par. (a), and in like manner indemnify him or her against all present or future partnership liabilities.

178.33(2)(c)

(c) A partner who has caused the dissolution wrongfully shall have, if the business is not continued under the provisions of par. (b), all the rights of a partner under sub. (1) subject to the provisions of par. (a), and, if the business is continued under par. (b), the right as against the other partners and all claiming through them in respect of their interests in the partnership, to have the value of his or her interest in the partnership, less any damages caused to the other partners by the dissolution, ascertained and paid to him or her in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the goodwill of the business shall not be considered.

178.33 - ANNOT.

History: 1993 a. 482; 1997 a. 254.

178.33 - ANNOT.

A partner who had not wrongfully dissolved the partnership had a right under sub. (1) to force a sale of assets, in the absence of a contrary agreement. Dreifuerst v. Dreifuerst, 90 Wis. 2d 566, 280 N.W.2d 335 (Ct. App. 1979).

178.33 - ANNOT.

A business run for 8 years by a surviving partner was winding up under s. 178.33 (1), not continuing under s. 178.37. Trust Estate of Schaefer, 91 Wis. 2d 360, 283 N.W.2d 410 (Ct. App. 1979).

178.33 - ANNOT.

A deceased or withdrawing partner has no claim to post-dissolution profits that are related to the skill and services of the remaining partners. Fees from work in progress at the time of dissolution constitute partnership assets allocated to each partner according to the partnership formula without any additional compensation to the partner who performed the work. Gull v. Van Epps, 185 Wis. 2d 609, 517 N.W.2d 531 (Ct. App. 1994).

State Codes and Statutes

Statutes > Wisconsin > 178 > 178.33

178.33

178.33 Application of partnership property on dissolution.

178.33(1)

(1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against the other copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under s. 178.31 (2) the expelled partner shall receive in cash only the net amount due the expelled partner from the partnership.

178.33(2)

(2) When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows:

178.33(2)(a)

(a) Each partner who has not caused dissolution wrongfully shall have all the rights specified in sub. (1), and the right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.

178.33(2)(b)

(b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his or her interest in the partnership at the dissolution, less any damages recoverable under par. (a), and in like manner indemnify him or her against all present or future partnership liabilities.

178.33(2)(c)

(c) A partner who has caused the dissolution wrongfully shall have, if the business is not continued under the provisions of par. (b), all the rights of a partner under sub. (1) subject to the provisions of par. (a), and, if the business is continued under par. (b), the right as against the other partners and all claiming through them in respect of their interests in the partnership, to have the value of his or her interest in the partnership, less any damages caused to the other partners by the dissolution, ascertained and paid to him or her in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the goodwill of the business shall not be considered.

178.33 - ANNOT.

History: 1993 a. 482; 1997 a. 254.

178.33 - ANNOT.

A partner who had not wrongfully dissolved the partnership had a right under sub. (1) to force a sale of assets, in the absence of a contrary agreement. Dreifuerst v. Dreifuerst, 90 Wis. 2d 566, 280 N.W.2d 335 (Ct. App. 1979).

178.33 - ANNOT.

A business run for 8 years by a surviving partner was winding up under s. 178.33 (1), not continuing under s. 178.37. Trust Estate of Schaefer, 91 Wis. 2d 360, 283 N.W.2d 410 (Ct. App. 1979).

178.33 - ANNOT.

A deceased or withdrawing partner has no claim to post-dissolution profits that are related to the skill and services of the remaining partners. Fees from work in progress at the time of dissolution constitute partnership assets allocated to each partner according to the partnership formula without any additional compensation to the partner who performed the work. Gull v. Van Epps, 185 Wis. 2d 609, 517 N.W.2d 531 (Ct. App. 1994).

State Codes and Statutes

State Codes and Statutes

Statutes > Wisconsin > 178 > 178.33

178.33

178.33 Application of partnership property on dissolution.

178.33(1)

(1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against the other copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under s. 178.31 (2) the expelled partner shall receive in cash only the net amount due the expelled partner from the partnership.

178.33(2)

(2) When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows:

178.33(2)(a)

(a) Each partner who has not caused dissolution wrongfully shall have all the rights specified in sub. (1), and the right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.

178.33(2)(b)

(b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his or her interest in the partnership at the dissolution, less any damages recoverable under par. (a), and in like manner indemnify him or her against all present or future partnership liabilities.

178.33(2)(c)

(c) A partner who has caused the dissolution wrongfully shall have, if the business is not continued under the provisions of par. (b), all the rights of a partner under sub. (1) subject to the provisions of par. (a), and, if the business is continued under par. (b), the right as against the other partners and all claiming through them in respect of their interests in the partnership, to have the value of his or her interest in the partnership, less any damages caused to the other partners by the dissolution, ascertained and paid to him or her in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the goodwill of the business shall not be considered.

178.33 - ANNOT.

History: 1993 a. 482; 1997 a. 254.

178.33 - ANNOT.

A partner who had not wrongfully dissolved the partnership had a right under sub. (1) to force a sale of assets, in the absence of a contrary agreement. Dreifuerst v. Dreifuerst, 90 Wis. 2d 566, 280 N.W.2d 335 (Ct. App. 1979).

178.33 - ANNOT.

A business run for 8 years by a surviving partner was winding up under s. 178.33 (1), not continuing under s. 178.37. Trust Estate of Schaefer, 91 Wis. 2d 360, 283 N.W.2d 410 (Ct. App. 1979).

178.33 - ANNOT.

A deceased or withdrawing partner has no claim to post-dissolution profits that are related to the skill and services of the remaining partners. Fees from work in progress at the time of dissolution constitute partnership assets allocated to each partner according to the partnership formula without any additional compensation to the partner who performed the work. Gull v. Van Epps, 185 Wis. 2d 609, 517 N.W.2d 531 (Ct. App. 1994).