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Session Laws, 1997
Volume 795, Page 3710   View pdf image
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Ch. 654

1997 LAWS OF MARYLAND

9-602. PARTNER'S POWER TO DISSOCIATE; WRONGFUL DISSOCIATION.

(A)    A PARTNER HAS THE POWER TO DISSOCIATE AT ANY TIME, RIGHTFULLY
OR WRONGFULLY, BY EXPRESS WILL PURSUANT TO § 9-601(1) OF THIS SUBTITLE.

(B)     A PARTNER'S DISSOCIATION IS WRONGFUL ONLY IF:

(1)     IT IS IN BREACH OF AN EXPRESS PROVISION OF THE PARTNERSHIP
AGREEMENT; OR

(2)     IN THE CASE OF A PARTNERSHIP FOR A DEFINITE TERM OR
PARTICULAR UNDERTAKING, BEFORE THE EXPIRATION OF THE TERM OR THE
COMPLETION OF THE UNDERTAKING:

(I)      THE PARTNER WITHDRAWS BY EXPRESS WILL, UNLESS THE
WITHDRAWAL FOLLOWS WITHIN 90 DAYS AFTER ANOTHER PARTNER'S
DISSOCIATION UNDER § 9-601(6) THROUGH (10) OF THIS SUBTITLE OR WRONGFUL
DISSOCIATION UNDER THIS SUBSECTION;

(II)    THE PARTNER IS EXPELLED BY JUDICIAL DETERMINATION
UNDER § 9-601(5) OF THIS SUBTITLE;

(III)   THE PARTNER IS DISSOCIATED BY REASON OF AN EVENT
UNDER § 9-601 OF THIS SUBTITLE; OR

(IV)   IN THE CASE OF A PARTNER WHO IS NOT AN INDIVIDUAL,
TRUST OTHER THAN A BUSINESS TRUST, OR ESTATE, THE PARTNER IS EXPELLED OR
OTHERWISE DISSOCIATED BECAUSE IT WILLFULLY DISSOLVED OR TERMINATED.

(C)     A PARTNER WHO WRONGFULLY DISSOCIATES IS LIABLE TO THE
PARTNERSHIP AND TO THE OTHER PARTNERS FOR DAMAGES CAUSED BY THE
DISSOCIATION. THE LIABILITY IS IN ADDITION TO ANY OTHER OBLIGATION OF THE
PARTNER TO THE PARTNERSHIP OR TO THE OTHER PARTNERS.

9-603. EFFECT OF PARTNER'S DISSOCIATION.

(A)    IF A PARTNER'S DISSOCIATION RESULTS IN A DISSOLUTION AND WINDING
UP OF THE PARTNERSHIP BUSINESS, SUBTITLE 8 APPLIES; OTHERWISE, SUBTITLE 7
APPLIES.

(B)     UPON A PARTNER'S DISSOCIATION:

(1)     THE PARTNER'S RIGHT TO PARTICIPATE IN THE MANAGEMENT AND
CONDUCT OF THE PARTNERSHIP BUSINESS TERMINATES, EXCEPT AS OTHERWISE
PROVIDED IN § 9-803 OF THIS TITLE;

(2)     THE PARTNER'S DUTY OF LOYALTY UNDER § 9-404(B)(3) OF THIS
TITLE TERMINATES; AND

(3)     THE PARTNER'S DUTY OF LOYALTY UNDER § 9-404(B)(1) AND (2) OF
THIS TITLE AND DUTY OF CARE UNDER § 9-404(C) OF THIS TITLE CONTINUE ONLY
WITH REGARD TO MATTERS ARISING AND EVENTS OCCURRING BEFORE THE

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Session Laws, 1997
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