{"data":{"id":"us-ok/okla.-stat.-tit.-54-54-1-701","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 54, § 54-1-701","heading":"Purchase of Dissociated Partner's Interest","body":"Purchase of Dissociated Partner's Interest. (a) If a partner\n\nis dissociated from a partnership without resulting in a dissolution\n\nand winding up of the partnership business under Section 40 of this\n\nact, the partnership shall cause the dissociated partner's interest\n\nin the partnership to be purchased for a buyout price determined\n\npursuant to subsection (b) of this section.\n\n(b) The buyout price of a dissociated partner's interest is the\n\namount that would have been distributable to the dissociating\n\npartner under subsection (b) of Section 46 of this act if, on the\n\ndate of dissociation, the assets of the partnership were sold at a\n\nprice equal to the greater of the liquidation value or the value\n\nbased on a sale of the entire business as a going concern without\n\nthe dissociated partner and the partnership were wound up as of that\n\ndate. Interest must be paid from the date of dissociation to the\n\ndate of payment.\n\n(c) Damages for wrongful dissociation under subsection (b) of\n\nSection 33 of this act, and all other amounts owing, whether or not\n\npresently due, from the dissociated partner to the partnership, must\n\nbe offset against the buyout price. Interest must be paid from the\n\ndate the amount owed becomes due to the date of payment.\n\n(d) A partnership shall indemnify a dissociated partner whose\n\ninterest is being purchased against all partnership liabilities,\n\nwhether incurred before or after the dissociation, except\n\nliabilities incurred by an act of the dissociated partner under\n\nSection 35 of this act.\n\n(e) If no agreement for the purchase of a dissociated partner's\n\ninterest is reached within one hundred twenty (120) days after a\n\nwritten demand for payment, the partnership shall pay, or cause to\n\nbe paid, in cash to the dissociated partner the amount the\n\npartnership estimates to be the buyout price and accrued interest,\n\nreduced by any offsets and accrued interest under subsection (c) of\n\nthis section.\n\n(f) If a deferred payment is authorized under subsection (h) of\n\nthis section, the partnership may tender a written offer to pay the\n\namount it estimates to be the buyout price and accrued interest,\n\nreduced by any offsets under subsection (c) of this section, stating\n\nthe time of payment, the amount and type of security for payment,\n\nand the other terms and conditions of the obligation.\n\n(g) The payment or tender required by subsection (e) or (f) of\n\nthis section must be accompanied by the following:\n\n(1) a statement of partnership assets and liabilities as of the\n\ndate of dissociation;\n\n(2) the latest available partnership balance sheet and income\n\nstatement, if any;\n\n(3) an explanation of how the estimated amount of the payment\n\nwas calculated; and\n\n(4) written notice that the payment is in full satisfaction of\n\nthe obligation to purchase unless, within one hundred twenty (120)\n\ndays after the written notice, the dissociated partner commences an\n\naction to determine the buyout price, any offsets under subsection\n\n(c) of this section, or other terms of the obligation to purchase.\n\n(h) A partner who wrongfully dissociates before the expiration\n\nof a definite term or the completion of a particular undertaking is\n\nnot entitled to payment of any portion of the buyout price until the\n\nexpiration of the term or completion of the undertaking, unless the\n\npartner establishes to the satisfaction of the court that earlier\n\npayment will not cause undue hardship to the business of the\n\npartnership. A deferred payment must be adequately secured and bear\n\ninterest.\nerm or the completion of a particular undertaking is\n\nnot entitled to payment of any portion of the buyout price until the\n\nexpiration of the term or completion of the undertaking, unless the\n\npartner establishes to the satisfaction of the court that earlier\n\npayment will not cause undue hardship to the business of the\n\npartnership. A deferred payment must be adequately secured and bear\n\ninterest.\n\n(i) A dissociated partner may maintain an action against the\n\npartnership, pursuant to subparagraph (ii) of paragraph (2) of\n\nsubsection (b) of Section 26 of this act, to determine the buyout\n\nprice of that partner's interest, any offsets under subsection (c)\n\nof this section, or other terms of the obligation to purchase. The\n\naction must be commenced within one hundred twenty (120) days after\n\nthe partnership has tendered payment or an offer to pay or within\n\none (1) year after written demand for payment if no payment or offer\n\nto pay is tendered. The court shall determine the buyout price of\n\nthe dissociated partner's interest, any offset due under subsection\n\n(c) of this section, and accrued interest, and enter judgment for\n\nany additional payment or refund. If deferred payment is authorized\n\nunder subsection (h) of this section, the court shall also determine\n\nthe security for payment and other terms of the obligation to\n\npurchase. The court may assess reasonable attorney fees and the\n\nfees and expenses of appraisers or other experts for a party to the\n\naction, in amounts the court finds equitable, against a party that\n\nthe court finds acted arbitrarily, vexatiously, or not in good\n\nfaith. The finding may be based on the partnership's failure to\n\ntender payment or an offer to pay or to comply with subsection (g)\n\nof this section.","path":["OK Code","Title 54"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os54.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"5f3f2da89017f085533b4829c9a77b9861b32ec8394b86c204e2daa4671e1a30","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-54-54-1-603","next":"us-ok/okla.-stat.-tit.-54-54-1-702"},"notice":"GroundRules: Original legal text. Not legal advice."}