LD 1609
pg. 28
Page 27 of 146 PUBLIC Law Chapter 543 Page 29 of 146
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LR 1469
Item 1

 
D.__Written notice that the payment is in full satisfaction
of the obligation to purchase unless, within 120 days after
the written notice, the dissociated partner commences an
action to determine the buyout price, any offsets under
subsection 3 or other terms of the obligation to purchase.

 
8.__Wrongful dissociation.__A partner who wrongfully
dissociates before the expiration of a definite term or the
completion of a particular undertaking is not entitled to payment
of any portion of the buyout price until the expiration of the
term or completion of the undertaking, unless the partner
establishes to the satisfaction of the court that earlier payment
will not cause undue hardship to the business of the partnership.__
A deferred payment must be adequately secured and bear interest.

 
9.__Dissociated partner's action against partnership.__A
dissociated partner may maintain an action against the
partnership, pursuant to section 1045, subsection 2, paragraph B,
subparagraph (2), to determine the buyout price of that partner's
interest, any offsets under subsection 3, or other terms of the
obligation to purchase.__The action must be commenced within 120
days after the partnership has tendered payment or an offer to
pay or within one year after written demand for payment if no
payment or offer to pay is tendered.__The court shall determine
the buyout price of the dissociated partner's interest, any
offset due under subsection 3, and accrued interest, and enter
judgment for any additional payment or refund.__If deferred
payment is authorized under subsection 8, the court shall also
determine the security for payment and other terms of the
obligation to purchase.__The court may assess reasonable
attorney's fees and the fees and expenses of appraisers or other
experts for a party to the action, in amounts the court finds
equitable, against a party that the court finds acted
arbitrarily, vexatiously or not in good faith.__The finding may
be based on the partnership's failure to tender payment or an
offer to pay or to comply with subsection 7.

 
§1072.__Dissociated partner's power to bind and liability to

 
partnership

 
1.__Apparent authority of dissociated partner.__For 2 years
after a partner dissociates without resulting in a dissolution
and winding up of the partnership business, the partnership,
including a surviving partnership under subchapter 9, is bound by
an act of the dissociated partner that would have bound the
partnership under section 1031 before dissociation only if at the
time of entering into the transaction the other party:


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