PARTNERSHIP 2775

An. Code, 1924, sec. 37. 1912, 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 representative
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.

Right and obligation of wife as surviving partner of co-partnership of husband and
wife to wind up partnership affairs. Noel v. Noel, 173 Md. 160.

See notes to sec. 18.

An. Code, 1924, sec. 38. 1912, sec. 38. 1916, ch. 175, sec. 38.

38. (Rights of Partners to Application of Partnership Property.)
(1) When dissolution is caused in any way, except in contravention of
the partnership agreement, each partner, as against his co-partners 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 agree-
ment, and if the expelled partner is discharged from all partnership liabil-
ities, either by payment or agreement under section 36 (2), he shall re-
ceive 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 dissolution
wrongfully, to damages for breach of the agreement.

(6) 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.

II. If the business is continued under paragraph (2b) of this section
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 in-
terest 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 liabili-
ties of the partnership; but in ascertaining the value of the partner's in-
terest the value of the good-will of the business shall not be considered.