1.    A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to subsection 1 of section 45-10.2-57.

Terms Used In North Dakota Code 45-10.2-58

  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Individual: means a human being. See North Dakota Code 1-01-49
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Partnership: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
  • Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49

2.    The dissociation of a person as a general partner is wrongful only if:

a.    It is in breach of an express provision of the partnership agreement; or b.    It occurs before the termination of the limited partnership and:

(1) The person withdraws as a general partner by express will; (2) The person is expelled as a general partner by judicial determination under subsection 5 of section 45-10.2-57; (3) The person is dissociated as a general partner by becoming a debtor in bankruptcy; or

(4) In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.

3.    A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to section 45-10.2-89, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.

  Previous section
Next section  
 Chapter 45-10.2 Contents