2332 ARTICLE 73A.

be discharged from any liability to any creditor of the partnership who,
knowing of the agreement, consents to a material alteration in the nature
or time of payment of such obligations.

(4) The individual property of a deceased partner shall be liable for
all, obligations of the partnership incurred while he was a partner but '
subject to the prior payment of his separate debts.

An. Code, sec. 37. 1916, ch. 175, sec. 37.

37. (RIGHT TO WIND UP.) Unless otherwise agreed the partners
who have not wrongfully dissolved the partnership or the legal repre-
sentative of the last surviving partner, not bankrupt, has the right to wind
up the partnership affairs; provided, however, that any partner, his legal
representative, or his assignee, upon cause shown, may obtain winding up
by the court.

An. Code, sec. 38. 1916, ch. 175, sec. 38.

38. (RIGHTS OF PARTNERS TO APPLICATION OF PARTNERSHIP PROP-
ERTY.) (1) When dissolution is caused in any way, except in contra-
vention of the partnership agreement, each partner, as against his co-
partners and all persons claiming through them in respect of their inter-
ests in the partnership, unless otherwise agreed, may have the partner-
ship 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 part-
nership 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 part-
nership.

(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 dissolution
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 them-
selves 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 interest in the partnership at the dissolution, less any damages recov-
erable under clause (2aII) of this section, and in like manner 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.