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ART. LXXIIIA] PARTNERSHIP. 545
contravention of the partnership agreement, each partner, as against hib
co-partners and all persons claiming through them in respect of their
interests in the partnership, unless otherwise agreed, may have the part-
nership 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
section 36 (2), he shall receive in cash only the net amount due him
from the partnership.
(2) When dissolution is caused in contravention of the partnership
agreement the rights of the partners shall be as follows:
(a) Each partner who has not caused dissolution wrongfully shall
have,
I. All the rights specified in paragraph (1) of this section, and
II. The right, as against each partner who has caused the dissolu-
tion wrongfully, to damages for breach of the agreement.
(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 prop-
erty, 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 interest in the partnership at the dissolution, less any dam-
ages recoverable under clause (2a II) of this section, and in like man-
ner indemnify him against all present or future partnership liabilities.
(c) A partner who has caused the dissolution wrongfully shall have:
I. If the business is not continued under the provisions of paragraph
(2b) all the rights of a partner under paragraph (1), subject to clause
(2a II), of this section.
II. If the business is continued under paragraph (2b) of this sec-
tion the right as against his co-partners and all claiming through them
in respect of their interests in the partnership, to have the value of his
interest in the partnership, less any damages caused to his co-partners
by the dissolution, ascertained and paid to him 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 good-will of the business shall not
be considered.
1916, ch. 175, sec. 39.
39. (RIGHTS WHERE PARTNERSHIP IS DISSOLVED FOR FRAUD OR
MISREPRESENTATION.) Where a partnership contract is rescinded on
the ground of the fraud or misrepresentation of one of the parties
thereto, the party entitled to rescind is, without prejudice to any other
right, entitled,
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