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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 claim-
ing through them in respect of their interests in the partner-
ship, to have the value of his interest in the partnership, less
any damages caused to his co-partners by the dissolution, ascer-
tained and paid to him in cash, or the payment secured by
bond approved by the court, and to be released from all exist-
ing liabilities of the partnership; but in ascertaining the value
of the partner's interest the value of the good-will of the busi-
ness shall not be considered.

SEC. 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is rescinded on the ground of the fraud or misrepresentation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,

(a) To a lien on, or right or retention of, the surplus of the
partnership property after satisfying the partnership liabilities
to third persons for any sum of money paid by him for the pur-
chase of an interest in the partnership and for any capital or
advances contributed by him; and

(b) To stand, after all liabilities to third persons have been
satisfied, in the place of the creditors of the partnership for any
payments made by him in respect of the partnership liabilities;
and

(c) To be indemnified by the person guilty of the fraud or
making the representation against all debts and liabilities of
the partnership.

SEC. 40. (Rules for Distribution. ) In settling accounts
between the partners after dissolution, the following rules shall
be observed, subject to any agreement to the contrary:

(a) The assets of the partnership are:

I. The partnership property,

II. The contributions of the partners necessary for the
payment of all the liabilities specified in clause (b) of this
paragraph.

(b) The liabilities of the partnership shall rank in order of
payment, as follows:

I. Those owing to creditors other than partners,