The Vermont Statutes Online

Title 11: Corporations, Partnerships and Associations

Chapter 22: PARTNERSHIPS

Sub-Chapter 06: Partner's Dissociation

11 V.S.A. § 3252. Partner's power to dissociate; wrongful dissociation



§ 3252. 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 subdivision 3251(1) of this title.

(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:

(A) the partner withdraws by express will, unless the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under subdivisions 3251(6) through (10) of this title or wrongful dissociation under this subsection;

(B) the partner is expelled by judicial determination under subdivision 3251(5) of this title;

(C) the partner is dissociated by becoming a debtor in bankruptcy; or

(D) 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. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)