N.Y. Partnership Law § 69: Rights of partners to application of partnership property 1

§ 69. Rights of partners to application of partnership property 1.

When dissolution is caused in any way, except in contravention of the

partnership agreement, each partner, as against his copartners and all

persons claiming through them in respect of their interests in the

partnership, unless otherwise agreed, may have the partnership property

applied to discharge its liabilities, and the surplus applied to pay in

cash the net amount owing to the respective partners. But if dissolution

is caused by expulsion of a partner, bona fide under the partnership

agreement, and if the expelled partner is discharged from all

partnership liabilities, either by payment or agreement under section

sixty-seven, subdivision two, he shall receive in cash only the net

amount due him from the partnership.

2. When dissolution is caused in contravention of the partnership

agreement the rights of the partners shall be as follows:

(a) Each partner who has not caused dissolution wrongfully shall have,

(I) All the rights specified in subdivision one of this section, and

(II) The right, as against each partner who has caused the dissolution

wrongfully, to damages for breach of the agreement.

(b) The partners who have not caused the dissolution wrongfully, if

they all desire to continue the business in the same name, either by

themselves or jointly with others, may do so, during the agreed term for

the partnership and for that purpose may possess the partnership

property, provided they secure the payment by bond approved by the

court, or pay to any partner who has caused the dissolution wrongfully,

the value of his interest in the partnership at the dissolution, less

any damages recoverable under clause (II) of paragraph (a) of

subdivision two of this section, and in like manner indemnify him

against all present or future partnership liabilities.

(c) A partner who has caused the dissolution wrongfully shall have:

(I) If the business is not continued under the provisions of paragraph

(b) of subdivision two of this section all the rights of a partner under

subdivision (1), subject to clause (II) of paragraph (a) of subdivision

two, of this section.

(II) If the business is continued under paragraph (b) of subdivision

two of this section the right as against his copartners and all claiming

through them in respect of their interest in the partnership, to have

the value of his interest in the partnership, less any damages caused to

his copartners by the dissolution, ascertained and paid to him in cash,

or the payment secured by bond approved by the court, and to be released

from all existing liabilities of the partnership; but in ascertaining

the value of the partner's interest the value of the good-will of the

business shall not be considered.