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CHAPTER 21 - UNIFORM PARTNERSHIP ACT

ARTICLE 1 - GENERAL PROVISIONS

17-21-101. Definitions.

(a) In this chapter:

(i) "Business" includes every trade, occupation andprofession;

(ii) "Chief executive office" means the principaloperating headquarters and the primary offices of the chief executive officer;

(iii) "Debtor in bankruptcy" means a person who is thesubject of:

(A) An order for relief under title 11 of the United StatesCode or a comparable order under a successor statute of general application; or

(B) A comparable order under federal or state law governinginsolvency.

(iv) "Distribution" means a transfer of cash or otherproperty from a partnership to a partner in the partner's capacity as apartner, or to the partner's transferee;

(v) "Foreign registered limited liabilitypartnership" means a partnership or association formed under, or pursuantto an agreement governed by, the laws of any state or jurisdiction other thanthis state that is registered as a limited liability partnership under the lawsof the other jurisdiction;

(vi) "Partnership" means an association of two (2) ormore persons to carry on as coowners a business for profit formed under W.S.17-21-202, predecessor law, or comparable law of another jurisdiction, andincludes for all purposes of the laws of this state, a registered limitedliability partnership;

(vii) "Partnership agreement" means an agreement,written or oral, among the partners concerning the partnership;

(viii) "Partnership at will" means a partnership inwhich the partners have not agreed to remain partners until the expiration of adefinite term or the completion of a particular undertaking;

(ix) "Person" means an individual, corporation,business trust, estate, trust, partnership, association, joint venture,government, governmental subdivision, agency or instrumentality or any otherlegal or commercial entity;

(x) "Property" means all property, real, personal ormixed, tangible or intangible, or any interest therein;

(xi) "Registered limited liability partnership" meansa partnership formed pursuant to an agreement governed by the laws of thisstate, registered under W.S. 17-21-1101 and complying with W.S. 17-21-1103;

(xii) "State" means a state of the United States, theDistrict of Columbia, the commonwealth of Puerto Rico or any territory orinsular possession subject to the jurisdiction of the United States;

(xiii) "Statement" means a statement of partnershipauthority under W.S. 17-21-303, a statement of denial under W.S. 17-21-304, astatement of dissociation under W.S. 17-21-704, a statement of dissolutionunder W.S. 17-21-806, a statement of merger under W.S. 17-21-906, a statementof registration as a registered limited liability partnership, or a renewalthereof, under W.S. 17-21-1101, a statement of continuance under W.S.17-21-1106, a statement of registration as a foreign registered limitedliability partnership, or a renewal thereof, under W.S. 17-21-1104 or anamendment, cancellation or withdrawal of any of the foregoing;

(xiv) "Transfer" includes an assignment, conveyance,lease, mortgage, deed and encumbrance;

(xv) "Registered agent" means as provided in W.S.17-28-101 through 17-28-111.

17-21-102. Knowledge and notice.

(a) A person knows a fact if the person has knowledge of it.

(b) A person has notice of a fact if the person:

(i) Knows of it;

(ii) Has received a notice of it; or

(iii) Has reason to know it exists from all of the facts known tothat person at the time in question.

(c) A person notifies or gives a notice to another by takingsteps reasonably required to inform the other person in the ordinary course ofbusiness, whether or not the other person learns of it.

(d) A person is notified or receives a notice of a fact when:

(i) The existence of the fact comes to the person's attention;or

(ii) The notice is duly delivered at the person's place ofbusiness or at any other place held out by the person as a place for receivingcommunications.

(e) Except as provided in subsection (f) of this section,notice received by a person who is not an individual, including a partnership,is effective for a particular transaction when the notice is brought to theattention of the individual conducting the transaction, or in any event whenthe notice would have been brought to that individual's attention if the personhad exercised due diligence. Such a person exercises due diligence if hemaintains reasonable routines for communicating significant information to theindividual conducting the transaction and there is reasonable compliance withthe routines. Due diligence does not require an individual acting for the personto communicate information unless the communication is part of the individual'sregular duties or the individual has reason to know of the transaction and thatthe transaction would be materially affected by the information.

(f) Receipt of notice by a partner of a matter relating to thepartnership is effective immediately as notice to the partnership, but is noteffective in the case of fraud on the partnership committed by or with theconsent of the partner who received the notice.

17-21-103. Effect of partnership agreement; nonwaivable provisions.

(a) Except as provided in subsection (b) of this section, apartnership agreement governs relations among the partners and between thepartners and the partnership. To the extent the partnership agreement does nototherwise provide, this chapter governs relations among the partners andbetween the partners and the partnership.

(b) A partnership agreement may not:

(i) Vary the rights and duties under W.S. 17-21-105 except toeliminate the duty to provide copies of statements to all the partners;

(ii) Unreasonably restrict a partner's right of access to booksand records under W.S. 17-21-403(b);

(iii) Eliminate the duty of loyalty under W.S. 17-21-404(b);

(iv) Unreasonably reduce the duty of care under W.S.17-21-404(d);

(v) Eliminate the obligation of good faith and fair dealingunder W.S. 17-21-404(e);

(vi) Vary the power to withdraw as a partner under W.S.17-21-601(a)(i), except to require the notice to be in writing;

(vii) Vary the right to expulsion of a partner by a court in theevents specified in W.S. 17-21-601(a)(v);

(viii) Vary the requirement to wind up the partnership business incases specified in W.S. 17-21-801(a)(iv), (v) or (vi); or

(ix) Restrict rights of third parties under this chapter.

17-21-104. Supplemental principles of law.

(a) Unless displaced by particular provisions of this chapter,the principles of law and equity supplement this chapter.

(b) If an obligation to pay interest arises under this chapterand the rate is not specified, the rate is that specified in W.S. 1-16-102.

17-21-105. Execution, filing, and recording of statements.

(a) A statement may be filed in the office of the secretary ofstate. A certified copy of a statement that is filed in an office in anotherstate may be filed in the office of the secretary of state. Either filing hasthe effect provided in this chapter with respect to partnership propertylocated in or transactions that occur in this state. If a statement ofpartnership authority is filed with the secretary of state under W.S.17-21-303, all statements provided for under this chapter subsequent to thefiling of this statement shall be filed with the secretary of state inaccordance with this chapter.

(b) A certified copy of a statement that has been filed in theoffice of the secretary of state that is recorded in the office for recordingtransfers of real property shall have the effect provided for recordedstatements in this chapter. A recorded statement that is not a certified copyof a statement filed in the office of the secretary of state shall not have theeffect provided for recorded statements in this chapter.

(c) A statement filed by a partnership must be executed by atleast two (2) partners. Other statements must be executed by a partner orother person authorized by this chapter. An individual who executes astatement as, or on behalf of, a partner or other person named as a partner ina statement must personally declare under penalty of perjury that the contentsof the statement are accurate.

(d) A person authorized by this chapter to file a statement mayamend or cancel the statement by filing an amendment or cancellation that namesthe partnership, identifies the statement and states the substance of theamendment or cancellation.

(e) A person who files a statement pursuant to this sectionshall promptly send a copy of the statement to every partner and to any otherperson named as a partner in the statement. Failure to send a copy of astatement to a partner or other person does not limit the effectiveness of thestatement as to a person not a partner.

(f) The secretary of state shall collect a fee of ten dollars($10.00) for filing or providing a certified copy of a statement. Theappropriate county clerk shall collect a fee of ten dollars ($10.00) forrecording a statement.

17-21-106. Law governing internal affairs.

Exceptas provided in W.S. 17-21-1104, the laws of the state or other jurisdiction inwhich a partnership has its chief executive office govern the partnership'sinternal affairs.

17-21-107. Partnership subject to amendment or repeal of chapter.

Apartnership governed by this chapter is subject to any amendment or repeal ofthis chapter.

ARTICLE 2 - NATURE OF PARTNERSHIP

17-21-201. Partnership as entity.

Apartnership is an entity.

17-21-202. Creation of partnership.

(a) Except as provided in subsection (b) of this section, theassociation of two (2) or more persons to carry on as co-owners of a businessfor profit creates a partnership, whether or not the persons intend to create apartnership.

(b) An association created under a statute other than thischapter, any predecessor law or comparable law of another jurisdiction is not apartnership.

(i) Joint tenancy, tenancy in common, tenancy by theentireties, joint property, common property or part ownership does not byitself establish a partnership, even if the co-owners share profits made by theuse of the property;

(ii) The sharing of gross returns does not by itself establish apartnership, even if the persons sharing them have a joint or common right orinterest in property from which the returns are derived;

(iii) The receipt by a person of a share of the profits of abusiness is prima facie evidence that the person is a partner in the business,but that inference may not be drawn if the profits were received in payment:

(A) Of a debt by installments or otherwise;

(B) For services as an independent contractor or of wages orother compensation to an employee;

(D) Of an annuity or other retirement or health benefit to abeneficiary, representative or designee of a deceased or retired partner;

(E) Of interest or other charge on a loan, even if the amountof payment varies with the profits of the business, including a direct orindirect present or future ownership of the collateral or rights to income,proceeds or increase in value derived from the collateral; or

(F) Of consideration for the sale of the goodwill of a businessor other property by installments or otherwise.

(d) Except as provided by W.S. 17-21-308, persons who are notpartners as to each other are not partners as to other persons.

(e) A partnership created under this chapter is a generalpartnership and the partners are general partners of the partnership.

17-21-203. Partnership property.

Propertytransferred to or otherwise acquired by a partnership is property of thepartnership and not of the partners individually.

17-21-204. When property is partnership property.

(a) Property is partnership property if acquired:

(i) In the name of the partnership; or

(ii) In the name of one (1) or more partners with an indicationin the instrument transferring title to the property of the person's capacityas a partner or of the existence of a partnership, but without an indication ofthe name of the partnership.

(b) Property is acquired in the name of the partnership by atransfer to:

(i) The partnership in its name; or

(ii) One (1) or more partners in their capacity as partners inthe partnership, if the name of the partnership is indicated in the instrumenttransferring title to the property.

(c) Property is presumed to be partnership property ifpurchased with partnership assets, even if not acquired in the name of thepartnership or of one (1) or more partners with an indication in the instrumenttransferring title to the property of the person's capacity as a partner or ofthe existence of a partnership.

(d) Property acquired in the name of one (1) or more of thepartners, without an indication in the instrument transferring title to theproperty of the person's capacity as a partner or of the existence of apartnership and without use of partnership assets, is presumed to be separateproperty even if used for partnership purposes.

ARTICLE 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITHPARTNERSHIP

17-21-301. Partner agent of partnership.

(a) Subject to the effect of a statement of partnershipauthority pursuant to W.S. 17-21-303:

(i) Each partner is an agent of the partnership for the purposeof its business. Any act of a partner, including the execution of aninstrument in the partnership name, for apparently carrying on in the usual waythe partnership business or business of the kind carried on by the partnershipbinds the partnership, unless the partner has no authority to act for thepartnership in the particular matter and the person with whom the partner isdealing knows or has received a notice that the partner lacks authority;

(ii) An act of a partner which is not apparently for carrying onin the usual way the partnership business or business of the kind carried on bythe partnership does not bind the partnership unless authorized by the otherpartners.

17-21-302. Transfer of partnership property.

(a) Subject to the effect of a statement of partnershipauthority pursuant to W.S. 17-21-303:

(i) Partnership property held in the name of the partnershipmay be transferred by an instrument of transfer executed by any partner in thepartnership name;

(ii) Partnership property held in the name of one (1) or morepartners with an indication in the instrument transferring the property to themof their capacity as partners or of the existence of a partnership, but withoutan indication of the name of the partnership, may be transferred by aninstrument of transfer executed by the persons in whose name the property isheld;

(iii) A partnership may recover property transferred under thissubsection if it proves that execution of the instrument of transfer did notbind the partnership under W.S. 17-21-301, unless the property was transferredby the initial transferee or a person claiming through the initial transfereeto a subsequent transferee who gave value without having notice that the personwho executed the instrument of initial transfer lacked authority to bind thepartnership.

(b) Partnership property held in the name of one (1) or morepersons other than the partnership, without an indication in the instrumenttransferring the property to them of their capacity as partners or of theexistence of a partnership, may be transferred free of any claims of thepartnership or the partners by the persons in whose name the property is heldto a transferee who gives value without having notice that it is partnershipproperty.

(c) If a person holds all of the partners' interests in thepartnership, all of the partnership property vests in that person. That personmay execute documents in the name of the partnership to evidence vesting of theproperty in that person and may file or record those documents.

17-21-303. Statement of partnership authority.

(a) A partnership may file a statement of partnershipauthority, which:

(i) Shall include:

(A) The name of the partnership;

(B) The street address of its chief executive office and of anoffice in this state, if any;

(C) The names and mailing addresses of all the partners or ofan agent appointed and maintained by the partnership for the purpose ofsubsection (b) of this section; and

(D) A statement specifying the names of the partners authorizedto execute an instrument transferring real property held in the name of thepartnership.

(ii) May include a statement of the authority, or of limitationson the authority, of some or all of the partners to enter into othertransactions on behalf of the partnership and any other matter.

(b) If a statement of partnership authority names an agent, theagent shall maintain a list of the names and mailing addresses of all of thepartners and make it available to any person on request for good cause shown.

(c) If a filed statement of partnership authority is executedpursuant to W.S. 17-21-105(c) and states the name of the partnership but doesnot contain all of the other information required by subsection (a) of thissection, the statement nevertheless operates with respect to a person not apartner as provided in subsections (d) and (e) of this section.

(d) Except as provided in subsection (g) of this section, afiled statement of partnership authority supplements the authority of a partnerto enter into transactions on behalf of the partnership as follows:

(i) Except for transfers of real property, a grant of authoritycontained in a filed statement of partnership authority is conclusive, in favorof a person who gives value without knowledge to the contrary, so long as andto the extent that a limitation on that authority is not then contained inanother filed statement. A filed cancellation of a limitation on authorityrevives the previous grant of authority;

(ii) A grant of authority to transfer real property held in thename of the partnership contained in a certified copy of a filed statement ofpartnership authority recorded in the office for recording transfers of thatreal property is conclusive, in favor of a person who gives value withoutknowledge to the contrary, so long as and to the extent that a certified copyof a filed statement containing a limitation on that authority is not thenrecorded in the office for recording transfers of that real property. Therecording in the office for recording transfers of that real property of acertified copy of a filed cancellation of a limitation on authority revives theprevious grant of authority.

(e) A person not a partner is deemed to know of a limitation onthe authority of a partner to transfer real property held in the name of thepartnership if a certified copy of the filed statement containing thelimitation on authority is recorded in the office for recording transfers ofthat real property.

(f) Except as provided in subsections (d) and (e) of thissection and W.S. 17-21-704 and 17-21-806, a person not a partner is not deemedto know of a limitation on the authority of a partner merely because thelimitation is contained in a filed statement.

(g) Unless earlier canceled, a filed statement of partnershipauthority is canceled by operation of law five (5) years after the date onwhich the statement or the most recent amendment was filed with the secretaryof state.

17-21-304. Statement of denial.

Apartner or other person named as a partner in a filed statement of partnershipauthority or in a list maintained by an agent pursuant to W.S. 17-21-303(b) mayfile a statement of denial stating the name of the partnership and the factthat is being denied, which may include denial of a person's authority orstatus as a partner. A statement of denial is a limitation on authority to theextent provided in W.S. 17-21-303(d) and (e).

17-21-305. Partnership liable for partner's actionable conduct.

(a) A partnership is liable for loss or injury caused to aperson or for a penalty incurred as a result of a wrongful act or omission orother actionable conduct of a partner acting in the ordinary course of businessof the partnership or with the authority of the partnership.

(b) If in the course of its business, a partnership receivesmoney or property of a person not a partner which is misapplied by a partnerwhile it is in the custody of the partnership, the partnership is liable forthe loss.

17-21-306. Partner's liability.

(a) Except as provided in subsection (b) of this section, allpartners are liable jointly and severally for all obligations of thepartnership unless otherwise agreed by the claimant or provided by law.

(b) Except as provided by subsections (c) and (d) of thissection, a partner of a registered limited liability partnership is not liable,directly or indirectly (including by way of indemnification, contribution,assessment or otherwise), for any debts, obligations or liabilities of, orchargeable to, the registered limited liability partnership or another partneror partners, whether arising in tort, contract or otherwise, solely by reasonof being such a partner or acting (or omitting to act) in such capacity orotherwise participating (as an employee, consultant, contractor or otherwise)in the conduct of the other business or activities of the registered limitedliability partnership, while the partnership is a registered limited liabilitypartnership.

(c) Subsection (b) of this section shall not affect theliability of a partner in a registered limited liability partnership for thepartner's own negligent or wrongful act or misconduct, or that of any personunder the partner's direct supervision and control.

(d) Notwithstanding the provisions of subsection (b) of thissection, all or specified partners of a registered limited liabilitypartnership may be liable in their capacity as partners for all or specifieddebts, obligations or liabilities of a registered limited liability partnershipto the extent at least a majority of the partners shall have agreed unlessotherwise provided in any agreement between the partners. Any such agreementmay be modified or revoked to the extent at least a majority of the partnersshall have agreed, unless otherwise provided in any agreement between thepartners, provided, however, that:

(i) Any such modification or revocation shall not affect theliability of a partner for any debts, obligations or liabilities of aregistered limited liability partnership incurred, created or assumed by theregistered limited liability partnership prior to the modification orrevocation; and

(ii) A partner shall be liable for debts, obligations andliabilities of the registered limited liability partnership incurred, createdor assumed after such modification or revocation only in accordance with thisarticle and, if the agreement is further modified, the agreement as so furthermodified but only to the extent not inconsistent with subsection (c) of thissection.

(e) Nothing in this section shall in any way affect or impairthe ability of a partner to act as a guarantor or surety for, providecollateral for, or otherwise be liable for, the debts, obligations orliabilities of a registered limited liability partnership.

(f) Subsection (b) of this section shall not affect theliability of a registered limited liability partnership out of partnershipassets for partnership debts, obligations and liabilities.

(g) A partner in a registered limited liability partnership isnot a proper party to a proceeding by or against a registered limited liabilitypartnership, the object of which is to recover any debts, obligations, orliabilities of, or chargeable to, the partnership, unless the partner ispersonally liable under subsection (c) or (d) of this section.

17-21-307. Actions by and against partnership and partners.

(a) A partnership may sue and be sued in the name of thepartnership.

(b) An action may be brought against the partnership and any orall of the partners who are personally liable for obligations of thepartnership under W.S. 17-21-306 in the same action or in separate actions.

(c) A judgment against a partnership is not by itself ajudgment against a partner. A judgment against a partnership may not besatisfied from a partner's assets unless there is a judgment against thepartner.

(d) A judgment creditor of a partner may not levy executionagainst the assets of a partner to satisfy a judgment based on a claim againstthe partnership unless:

(i) The partner is personally liable for the liability of thepartnership under W.S. 17-21-306; and

(ii) One (1) of the following conditions is satisfied:

(A) A judgment based on the same claim has been obtainedagainst the partnership and a writ of execution on the judgment has beenreturned unsatisfied in whole or in part;

(B) An involuntary case under title 11 of the United StatesCode has been commenced against the partnership and has not been dismissedwithin sixty (60) days after commencement or the partnership has commenced avoluntary case under title 11 of the United States Code and the case has notbeen dismissed;

(D) A court grants permission to the judgment creditor to levyexecution against the assets of a partner based on a finding that partnershipassets subject to execution are clearly insufficient to satisfy the judgment,that exhaustion of partnership assets is excessively burdensome or that thegrant of permission is an appropriate exercise of the court's equitable powers;or

(E) Liability is imposed on the partner by law or contractindependent of the existence of the partnership.

(e) This section applies to any partnership liability orobligation resulting from a representation by a partner or purported partnerunder W.S. 17-21-308(a) or (b).

17-21-308. Purported partner.

(a) If a person, by words or conduct, purports to be a partneror consents to being represented by another as a partner, in a partnership orwith one (1) or more persons not partners, the purported partner is liable to aperson to whom the representation is made:

(i) If that person, relying on the representation, enters intoa transaction with the actual or purported partnership; and

(ii) If the purported partner would havebeen personally liable for obligations of the partnership under W.S. 17-21-306if he actually had been a partner.

(b) Subject to subsection (a) of thissection if therepresentation, either by the purported partner or by a person with thepurported partner's consent, is made in a public manner, the purported partneris liable to a person who relies upon the purported partnership even if thepurported partner is not aware of being held out as a partner to the claimant.If partnership liability results, the purported partner is liable as if thepurported partner were a partner. If no partnership liability results, thepurported partner is liable jointly and severally with any other personconsenting to the representation.

(c) If a person is thus represented to be a partner in an existingpartnership or with one (1) or more persons not partners, the purported partneris an agent of persons consenting to the representation to bind them to thesame extent and in the same manner as if the purported partner were a partner,with respect to persons who enter into transactions in reliance upon therepresentation. If all the partners of the existing partnership consent to therepresentation, a partnership act or obligation results. If fewer than all thepartners of the existing partnership consent to the representation, the personacting and the partners consenting to the representation are jointly andseverally liable as provided in W.S. 17-21-306 as if the person actually hadbeen a partner.

(d) A person is not a partner in a partnership solely becausethe person is named by another in a statement of partnership authority.

(e) A person does not continue to be a partner solely becauseof a failure to file a statement of dissociation or to amend a statement ofpartnership authority to indicate the partner's dissociation from thepartnership.

17-21-309. Liability of incoming partner.

Aperson admitted as a partner into a partnership is liable for all obligationsof the partnership arising before the person's admission as if the person hadbeen a partner when the obligations were incurred, but this liability may besatisfied only out of partnership property.

ARTICLE 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TOPARTNERSHIP

17-21-401. Partner's rights and duties.

(a) A partnership shall establish an account for each partnerwhich shall be credited with an amount equal to the cash plus the value of anyother property, net of the amount of any liabilities, the partner contributesto the partnership and the partner's share of the partnership profits. Eachpartner's account shall be charged with an amount equal to the cash plus thevalue of any other property, net of the amount of any liabilities, distributedby the partnership to the partner and the partner's share of the partnershiplosses provided that the partner shall be personally liable on account of suchcharges only as provided in W.S. 17-21-807 and 17-21-808.

(b) A partnership shall credit each partner's account with anequal share of the partnership profits and shall charge each partner with ashare of the partnership losses, whether capital or operating, as provided inW.S. 17-21-808, in proportion to the partner's share of the profits.

(c) A partnership shall indemnify each partner for paymentsreasonably made and liabilities reasonably incurred by the partner in theordinary and proper conduct of the business of the partnership or for thepreservation of its business or property, provided, however, that no otherpartner shall be required to make any payment to the partnership or any otherpartner, except as provided to the partnership or any other partner, except asprovided in W.S. 17-21-807 and 17-21-808, including any payments attributableall or in part to partnership liabilities for indemnification.

(d) A partnership shall repay a partner who, in aid of thepartnership, makes a payment or advance beyond the amount of capital thepartner agreed to contribute.

(e) A payment made by a partner which gives rise to apartnership obligation under subsection (c) or (d) of this section constitutesa loan to the partnership. Interest accrues from the date of the payment oradvance.

(f) Each partner has equal rights in the management and conductof the partnership business.

(g) A partner may use or possess partnership property only onbehalf of the partnership.

(h) A partner is not entitled to remuneration for servicesperformed for the partnership, except for reasonable compensation for servicesrendered in winding up the business of the partnership.

(j) A person may become a partner only with the consent of allthe partners.

(k) A difference arising as to a matter in the ordinary courseof business of a partnership may be decided by a majority of the partners. Anact outside the ordinary course of business of a partnership and an amendmentto the partnership agreement may be undertaken only with the consent of all thepartners.

(m) This section does not affect the obligations of apartnership to other persons under W.S. 17-21-301.

17-21-402. Distributions in kind.

Apartner has no right to receive and may not be required to accept adistribution in kind.

17-21-403. Partner's right to information.

(a) A partnership shall keep its books and records, if any, atits chief executive office.

(b) A partnership shall provide partners and their agents andattorneys access to its books and records. It shall provide former partnersand their agents and attorneys access to books and records pertaining to theperiod during which they were partners. The right of access provides theopportunity to inspect and copy books and records during ordinary businesshours. A partnership may impose a reasonable charge, covering the costs oflabor and material, for copies of documents furnished.

(c) Each partner and the partnership, on demand, shall furnishto a partner and the legal representative of a deceased partner or partnerunder legal disability, to the extent just and reasonable, complete andaccurate information concerning the partnership.

17-21-404. General standards of partner's conduct.

(a) The only fiduciary duties a partner owes to the partnershipand the other partners are the duty of loyalty and the duty of care set forthin this section.

(b) A partner's duty of loyalty to the partnership and the otherpartners is limited to the following:

(i) To account to the partnership and hold as trustee for itany property, profit or benefit derived by the partner, without the consent ofthe other partners, in the conduct and winding up of the partnership businessor from a use or appropriation by the partner of partnership property oropportunity;

(ii) To refrain from dealing with the partnership in the conductor winding up of the partnership business, as or on behalf of a party having aninterest adverse to the partnership without the consent of the other partners;and

(iii) To refrain from competing with the partnership in theconduct of the partnership business without the consent of the other partnersbefore the dissolution of the partnership.

(c) A partner's duty of loyalty may not be eliminated byagreement, but the partners may by agreement identify specific types orcategories of activities that do not violate the duty of loyalty, if notmanifestly unreasonable.

(d) A partner's duty of care to the partnership and the otherpartners in the conduct and winding up of the partnership business is limitedto refraining from engaging in grossly negligent or reckless conduct,intentional misconduct or a knowing violation of law.

(e) A partner shall discharge the duties to the partnership andthe other partners under this chapter or under the partnership agreement, andexercise any rights, consistent with the obligation of good faith and fairdealing. The obligation of good faith and fair dealing may not be eliminatedby agreement but the partners may by agreement determine the standards by whichthe performance of the obligation is to be measured, if the standards are notmanifestly unreasonable.

(f) A partner does not violate a duty or obligation under thischapter or under the partnership agreement merely because the partner's conductfurthers the partner's own interest. A partner may lend money to and transactother business with the partnership. The rights and obligations of a partner wholends money to or transacts business with the partnership are the same as thoseof a person who is not a partner, subject to other applicable law.

(g) This section applies to a person winding up the partnershipbusiness as the personal or legal representative of the last surviving partneras if the person were a partner.

17-21-405. Partner's liability to partnership.

Apartner is liable to the partnership for a breach of the partnership agreementor for the violation of any duty to the partnership causing harm to thepartnership.

17-21-406. Remedies of partnership and partners.

(a) A partnership may maintain an action against a partner fora breach of the partnership agreement or for the violation of any duty to thepartnership causing harm to the partnership.

(b) A partner may maintain an action against the partnership oranother partner for legal or equitable relief, including an accounting as topartnership business, to:

(i) Enforce a right under the partnership agreement;

(ii) Enforce a right under this chapter, including:

(A) The partner's rights under W.S. 17-21-401, 17-21-403 and17-21-404;

(B) The partner's right on dissociation to have the partner'sinterest in the partnership purchased pursuant to W.S. 17-21-701 or enforce anyother right under article 6 or 7 of this chapter; or

(C) The partner's right to compel a dissolution and winding upof the partnership business under W.S. 17-21-801 or enforce any other rightunder article 8 of this chapter.

(iii) Enforce the rights and otherwise protect the interests ofthe partner, including rights and interests arising independently of thepartnership relationship.

(c) The accrual of and any time limitation on a right of actionfor a remedy under this section is governed by other law. A right to anaccounting upon a dissolution and winding up does not revive a claim barred bylaw.

17-21-407. Continuation of partnership beyond definite term orparticular undertaking.

(a) If a partnership for a definite term or particularundertaking is continued, without an express agreement, after the expiration ofthe term or completion of the undertaking, the rights and duties of thepartners remain the same as they were at the expiration or completion, so faras is consistent with a partnership at will.

(b) A continuation of the business by the partners or those ofthem who habitually acted in the business during the term or undertaking,without any settlement or liquidation of the partnership business, is primafacie evidence of an agreement that the business will not be wound up.

ARTICLE 5 - TRANSFEREES AND CREDITORS OF PARTNER

17-21-501. Partner's interest in partnership property not transferable.

Apartner is not a co-owner of partnership property and has no interest that canbe transferred, either voluntarily or involuntarily, in partnership property.

17-21-502. Partner's transferable interest in partnership.

(a) The only transferable interest of a partner in thepartnership is the partner's interest in distributions. The interest ispersonal property.

(b) A transferee of a partner's transferable interest in thepartnership has the right to cause a winding up of the partnership business asprovided in W.S. 17-21-801(a)(vi).

17-21-503. Transfer of partner's transferable interest.

(a) A transfer, in whole or in part, of a partner'stransferable interest in the partnership:

(i) Is permissible;

(ii) Does not by itself cause a winding up of the partnershipbusiness; and

(iii) Does not, as against the other partners or the partnership,entitle the transferee, during the continuance of the partnership, toparticipate in the management or conduct of the partnership business, torequire access to information concerning or an account of partnershiptransactions or to inspect or copy the partnership books or records.

(b) A transferee of a partner's transferable interest in thepartnership is entitled to receive, in accordance with the transfer,distributions to which the transferor would otherwise be entitled. Upontransfer, the transferor retains the rights and duties of a partner other thanthe interest in distributions transferred.

(c) If an event causes a dissolution and winding up of thepartnership business under W.S. 17-21-801, a transferee is entitled to receive,in accordance with the transfer, the net amount otherwise distributable to thetransferor. In a dissolution and winding up, a transferee may require anaccounting only from the date of the last account agreed to by all of thepartners.

(d) Until receipt of notice of a transfer, a partnership has noduty to give effect to the transferee's rights under this section.

17-21-504. Partner's transferable interest subject to charging order.

(a) On application by a judgment creditor of a partner orpartner's transferee, a court having jurisdiction may charge the transferableinterest of the debtor partner or transferee to satisfy the judgment. Thecourt may appoint a receiver of the debtor's share of the distributions due orto become due to the debtor in respect of the partnership and make all otherorders, directions, accounts and inquiries the debtor might have made or whichthe circumstances of the case may require.

(b) A charging order constitutes a lien on the judgmentdebtor's transferable interest in the partnership. The court may order aforeclosure of the interest subject to the charging order at any time and uponconditions it considers appropriate. The purchaser at the foreclosure sale hasthe rights of a transferee.

(i) By the judgment debtor;

(ii) With property other than partnership property by one (1) ormore of the other partners; or

(iii) With partnership property by one (1) or more of the otherpartners with the consent of all the partners whose interests are not socharged.

(d) This chapter does not deprive a partner of a right underexemption laws with respect to the partner's interest in the partnership.

(e) This section provides the exclusive remedy by which ajudgment creditor of a partner or partner's transferee may satisfy a judgmentout of the judgment debtor's transferable interest in the partnership.

ARTICLE 6 - PARTNER'S DISSOCIATION

17-21-601. Events causing partner's dissociation.

(a) A partner is dissociated from a partnership upon:

(i) Receipt by the partnership of notice of the partner'sexpress will to withdraw as a partner or upon any later date specified in thenotice;

(ii) An event agreed to in the partnership agreement as causingthe partner's dissociation;

(iii) The partner's expulsion pursuant to the partnershipagreement;

(iv) The partner's expulsion by the unanimous vote of the otherpartners if:

(A) It is unlawful to carry on the partnership business withthat partner;

(B) There has been a transfer of all or substantially all ofthat partner's transferable interest in the partnership, other than a transferfor security purposes or a court order charging the partner's interest whichhas not been foreclosed;

(C) Within ninety (90) days after the partnership notifies acorporate partner that it will be expelled because it has filed a certificateof dissolution or the equivalent, its charter has been revoked or its right toconduct business has been suspended by the jurisdiction of its incorporation,there is no revocation of the certificate of dissolution or no reinstatement ofits charter or its right to conduct business; or

(D) A partnership that is a partner has been dissolved and itsbusiness is being wound up.

(v) On application by the partnership or another partner, thepartner's expulsion by judicial decree because:

(A) The partner engaged in wrongful conduct that adversely andmaterially affected the partnership business;

(B) The partner willfully or persistently committed a materialbreach of the partnership agreement or of a duty owed to the partnership or theother partners under W.S. 17-21-404; or

(C) The partner engaged in conduct relating to the partnershipbusiness which makes it not reasonably practicable to carry on the business inpartnership with that partner.

(vi) The partner's:

(A) Becoming a debtor in bankruptcy;

(B) Executing an assignment for the benefit of creditors;

(C) Seeking, consenting to or acquiescing in the appointment ofa trustee, receiver or liquidator of that partner or of all or substantiallyall of that partner's property; or

(D) Failing within ninety (90) days after the appointment, tohave vacated or stayed the appointment of a trustee, receiver or liquidator ofthe partner or of all or substantially all of the partner's property obtainedwithout the partner's consent or acquiescence, or failing within ninety (90)days after the expiration of a stay to have the appointment vacated.

(vii) In the case of a partner who is an individual:

(A) The partner's death;

(B) The appointment of a guardian or general conservator forthe partner; or

(C) A judicial determination that the partner has otherwisebecome incapable of performing the partner's duties under the partnershipagreement.

(viii) In the case of a partner that is a trust or is acting as apartner by virtue of being a trustee of a trust, distribution of the trust'sentire transferable interest in the partnership, but not merely thesubstitution of a successor trustee;

(ix) In the case of a partner that is an estate or is acting asa partner by virtue of being a personal representative of an estate,distribution of the estate's entire transferable interest in the partnership,but not merely the substitution of a successor personal representative; or

(x) Termination of a partner who is not an individual,partnership, corporation, trust or estate.

17-21-602. Partner's wrongful dissociation.

(a) A partner's dissociation is wrongful only if:

(i) It is in breach of an express provision of the partnershipagreement; or

(ii) In the case of a partnership for a definite term orparticular undertaking, before the expiration of the term or the completion ofthe undertaking:

(A) The partner withdraws by express will, unless thewithdrawal follows the dissociation of another partner and results in a rightto dissolve the partnership under W.S. 17-21-801(a)(ii)(A);

(B) The partner is expelled by judicial decree under W.S.17-21-601; or

(C) In case of a partner who is not an individual, trust otherthan a business trust or estate, the partner is expelled or otherwisedissociated because it willfully dissolved or terminated.

(b) A partner who wrongfully dissociates is liable to thepartnership and to the other partners for damages caused by the dissociation. That liability is in addition to any other liability of the partner to thepartnership or to the other partners.

17-21-603. Effect of partner's dissociation.

(a) A dissociated partner's interest in the partnership shallbe purchased pursuant to article 7 of this chapter unless the partner'sdissociation results in a dissolution and winding up of the partnershipbusiness under article 8 of this chapter.

(b) Upon a partner's dissociation, that partner's right toparticipate in the management and conduct of the partnership business isterminated, except as provided in W.S. 17-21-804, and that partner's dutiesunder:

(i) W.S. 17-21-404(b)(i) and (ii) and (d) continue only withregard to matters or events that occurred before the dissociation; and

(ii) W.S. 17-21-404(b)(iii) terminate.

ARTICLE 7 - PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP

17-21-701. Purchase of dissociated partner's interest.

(a) If a partner is dissociated from a partnership withoutresulting in a dissolution and winding up of the partnership business underW.S. 17-21-801, the partnership shall cause the dissociated partner's interestin the partnership to be purchased for a buyout price determined pursuant tosubsection (b) of this section.

(b) The buyout price of a dissociated partner's interest is theamount that would have been distributable to the dissociating partner underW.S. 17-21-808(b) if, on the date of dissociation, the assets of thepartnership were sold at a price equal to the greater of the liquidation valueor the value based on a sale of the entire business as a going concern withoutthe dissociated partner and the partnership were wound up as of that date. Ineither case, the sale price of the partnership assets shall be determined onthe basis of the amount that would be paid by a willing buyer to a willingseller, neither being under any compulsion to buy or sell, and with knowledgeof all relevant facts. Interest shall be paid from the date of dissociation tothe 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 dissociatedpartner to the partnership, shall be offset against the buyout price. Interestshall be paid from the date the amount owed becomes due to the date of payment.

(d) A partnership shall indemnify a dissociated partner againstall partnership liabilities incurred before the dissociation, exceptliabilities then unknown to the partnership, and against all partnershipliabilities incurred after the dissociation, except liabilities incurred by anact of the dissociated partner under W.S. 17-21-702. For purposes of thissubsection, a liability not known to a partner other than the dissociatedpartner is not known to the partnership.

(e) If no agreement for the purchase of a dissociated partner'sinterest is reached within one hundred twenty (120) days after a written demandfor payment, the partnership shall pay or cause to be paid in cash to thedissociated partner the amount the partnership estimates to be the buyout priceand accrued interest, reduced by any offsets and accrued interest undersubsection (c) of this section.

(f) If a deferred payment is authorized under subsection (h) ofthis section, the partnership may tender a written offer to pay the amount itestimates to be the buyout price and accrued interest, reduced by any offsetsunder subsection (c) of this section, stating the time of payment, the amountand type of security for payment and the other terms and conditions of theobligation.

(g) The payment or tender required by subsection (e) or (f) ofthis section shall be accompanied by the following:

(i) A statement of partnership assets and liabilities as of thedate of dissociation;

(ii) The latest available partnership balance sheet and incomestatement, if any;

(iii) An explanation of how the estimated amount of the paymentwas calculated; and

(iv) Written notice that the payment is in full satisfaction ofthe obligation to purchase unless, within one hundred twenty (120) days afterthe written notice, the dissociated partner commences an action to determinethe buyout price, any offsets under subsection (c) of this section or otherterms of the purchase obligation.

(h) A partner who wrongfully dissociates before the expirationof a definite term or the completion of a particular undertaking is notentitled to payment of any portion of the buyout price until the expiration ofthe term or completion of the undertaking, unless the partner establishes tothe satisfaction of the court that earlier payment will not cause unduehardship to the business of the partnership. A deferred payment shall be adequatelysecured and bear interest.

(j) A dissociated partner may maintain an action against thepartnership pursuant to W.S. 17-21-406(b)(ii)(B), to determine the buyout priceof that partner's interest, any offsets under subsection (c) of this section orother terms of the purchase obligation. The action shall be commenced withinone hundred twenty (120) days after the partnership has tendered payment or anoffer to pay or within one (1) year after written demand for payment if nopayment or offer to pay is tendered. The court shall determine the buyoutprice of the dissociated partner's interest, any offset due under subsection(c) of this section and accrued interest, and enter judgment for any additionalpayment or refund. If deferred payment is authorized under subsection (h) ofthis section, the court shall also determine the security for payment and otherterms of the obligation to purchase. The court may assess reasonableattorney's fees and the fees and expenses of appraisers or other experts for aparty to the action, in amounts the court finds equitable, against any otherparty, if the court finds that the other party acted arbitrarily, vexatiouslyor not in good faith, including the partnership's failure to tender payment oran offer to pay or to comply with the requirements of subsection (g) of thissection.

17-21-702. Dissociated partner's power to bind and liability topartnership.

(a) For two (2) years after a partner dissociates withoutresulting in a dissolution and winding up of the partnership business, thepartnership, including a surviving partnership under article 9 of this chapter,is bound by an act of the dissociated partner that would have bound thepartnership under W.S. 17-21-301 before dissociation only if the other p