Senate Bill No. 602

Public Act No. 00-50

An Act Concerning The Uniform Partnership Act.

Be it enacted by the Senate and House of Representatives in General Assembly convened:

Section 1. Section 34-372 of the general statutes is repealed and the following is substituted in lieu thereof:

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:

(1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subdivisions (2) to (10), inclusive, of section 34-355 of that partner's express will to withdraw as a partner, or on a later date specified by the partner;

(2) In a partnership for a definite term or particular undertaking: (A) The expiration of ninety days after a partner's dissociation by death or otherwise under subdivisions (6) to (10), inclusive, of section 34-355 or wrongful dissociation under subsection (b) of section 34-356, [unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to subparagraph (A) of subdivision (2) of subsection (b) of section 34-356, agree to continue the partnership] the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to subparagraph (A) of subdivision (2) of subsection (b) of section 34-356 constitutes the expression of that partner's will to wind up the partnership business; (B) the express will of all of the partners to wind up the partnership business; or (C) the expiration of the term or the completion of the undertaking;

(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;

(4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

(5) On application by a partner, a judicial determination that: (A) The economic purpose of the partnership is likely to be unreasonably frustrated; (B) another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or (C) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

(6) On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business: (A) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or (B) at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.

Sec. 2. Subsection (c) of section 34-378 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) If a partner fails to contribute the full amount required under subsection (b) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations unless the obligation is for a debt, obligation or liability for which the partner is not liable as provided in subsection (c) of section 34-327. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations and the other partners are liable under section 34-327.

Sec. 3. Section 34-398 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Before January 1, 2002, sections 34-300 to 34-399, inclusive, govern only a partnership formed:

(1) After July 1, 1997, unless that partnership is continuing the business of a dissolved partnership under section 34-79 of the general statutes, revision of 1958, revised to January 1, 1997; and

(2) Before July 1, 1997, that elects, as provided by subsection (c) of this section, to be governed by sections 34-300 to 34-399, inclusive.

(b) After January 1, 2002, sections 34-300 to 34-399, inclusive, govern all partnerships.

(c) Before January 1, 2002, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by sections 34-300 to 34-399, inclusive. The provisions of sections 34-300 to 34-399, inclusive, relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one year preceding the partnership's election to be governed by said sections, only if the third party knows or has received a notification of the partnership's election to be governed by said sections.

(d) Before January 1, 2002, sections 34-39 to 34-81, inclusive, of the general statutes, revision of 1958, revised to January 1, 1997, govern a partnership not covered by subsection (a) or (c) of this section.

Sec. 4. This act shall take effect from its passage, except that sections 1 and 2 shall take effect October 1, 2000.

Approved May 16, 2000