Partnership: Dissolution and the Article 7 Buyout Obligation

This lesson discusses the causes of dissolution of partnerships and the Article 7 buyout right under the Revised Uniform Partnership Act (RUPA). It also discusses the liability of a dissociated partner for partnership obligations and the liability of the partnership for the post-dissociation actions of the partner.

This lesson does not deal with the causes of a partner's dissociation under Section 601 of the RUPA, except as necessary to a discussion of dissolution. Dissociation is dealt with in a separate lesson. This lesson may be completed without first completing the separate lesson on dissociation. However, if you intend to do the lesson on dissociation, completing that lesson first would certainly make sense.

This lesson also does not discuss the consequences of dissolution--the winding up process and the payment of partner accounts. That topic is also dealt with in a separate lesson.

Learning Outcomes

On completion of the lesson, the student will be able to:

1. Discuss some of the consequences of partner dissociation.
2. Identify events that result in the dissolution of any type of partnership.
3. Analyze issues of the liability of a partner after dissociation and the liability of a partnership for a partner's actions after dissociation.