A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:

Terms Used In Washington Code 25.05.300

  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • 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.
(1) In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under RCW 25.05.225 (2) through (10), of that partner’s express will to withdraw as a partner, or on a later date specified by the partner;
(2) In a partnership for a definite term or particular undertaking:
(a) Within ninety days after a partner’s dissociation by death or otherwise under RCW 25.05.225 (6) through (10) or wrongful dissociation under RCW 25.05.230(2) if a majority of the remaining partners decide to wind up the partnership business, and for purposes of this subsection a partner’s rightful dissociation pursuant to RCW 25.05.230(2)(b)(i) constitutes the expression of that partner’s will to wind up the partnership business;
(b) The express will of all of the partners to wind up the partnership business; or
(c) The expiration of the term or the completion of the undertaking;
(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;
(4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;
(5) On application by a partner, a judicial determination that:
(a) The economic purpose of the partnership is likely to be unreasonably frustrated;
(b) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or
(c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
(6) On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:
(a) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
(b) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
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