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PAG LIN
1 1 ARTICLE 1
1 2 GENERAL PROVISIONS
1 3 Section 1. NEW SECTION. 486.101 DEFINITIONS.
1 4 As used in this chapter, unless the context otherwise
1 5 requires:
1 6 1. "Business" includes every trade, occupation, and
1 7 profession.
1 8 2. "Debtor in bankruptcy" means a person who is the
1 9 subject of any of the following:
1 10 a. An order for relief under Title 11 of the United States
1 11 Code or a comparable order under a successor statute of
1 12 general application.
1 13 b. A comparable order under federal, state, or foreign law
1 14 governing insolvency.
1 15 3. "Distribution" means a transfer of money or other
1 16 property from a partnership to a partner in the partner's
1 17 capacity as a partner or to the partner's transferee.
1 18 4. "Partnership" means an association of two or more
1 19 persons to carry on as co-owners a business for profit formed
1 20 under section 486.202, predecessor law, or comparable law of
1 21 another jurisdiction.
1 22 5. "Partnership agreement" means the agreement, whether
1 23 written, oral, or implied, among the partners concerning the
1 24 partnership, including amendments to the partnership
1 25 agreement.
1 26 6. "Partnership at will" means a partnership in which the
1 27 partners have not agreed to remain partners until the
1 28 expiration of a definite term or the completion of a
1 29 particular undertaking.
1 30 7. "Partnership interest" or "partner's interest in the
1 31 partnership" means all of a partner's interests in the
1 32 partnership, including the partner's transferable interest and
1 33 all management and other rights.
1 34 8. "Person" means an individual, corporation, business
1 35 trust, estate, trust, partnership, association, joint venture,
2 1 government, governmental subdivision, agency, or
2 2 instrumentality, or any other legal or commercial entity.
2 3 9. "Property" means all property, real, personal, or
2 4 mixed, tangible or intangible, or any interest therein.
2 5 10. "State" means a state of the United States, the
2 6 District of Columbia, the Commonwealth of Puerto Rico, or any
2 7 territory or insular possession subject to the jurisdiction of
2 8 the United States.
2 9 11. "Statement" means a statement of partnership authority
2 10 under section 486.303, a statement of denial under section
2 11 486.304, a statement of dissociation under section 486.704, a
2 12 statement of dissolution under section 486.805, a statement of
2 13 merger under section 486.907, or an amendment or cancellation
2 14 of any of the foregoing.
2 15 12. "Transfer" includes an assignment, conveyance, lease,
2 16 mortgage, deed, and encumbrance.
2 17 Sec. 2. NEW SECTION. 486.102 KNOWLEDGE AND NOTICE.
2 18 1. A person knows a fact if the person has actual
2 19 knowledge of it.
2 20 2. A person has notice of a fact if any of the following
2 21 apply:
2 22 a. The person knows of it.
2 23 b. The person has received a notification of it.
2 24 c. The person has reason to know it exists from all of the
2 25 facts known to the person at the time in question.
2 26 3. A person notifies or gives a notification to another by
2 27 taking steps reasonably required to inform the other person in
2 28 ordinary course, whether or not the other person learns of it.
2 29 4. A person receives a notification when any of the
2 30 following occur:
2 31 a. The notification comes to the person's attention.
2 32 b. The notification is duly delivered at the person's
2 33 place of business or at any other place held out by the person
2 34 as a place for receiving communications.
2 35 5. Except as otherwise provided in subsection 6, a person
3 1 other than an individual knows, has notice, or receives a
3 2 notification of a fact for purposes of a particular
3 3 transaction when the individual conducting the transaction
3 4 knows, has notice, or receives a notification of the fact, or
3 5 in any event when the fact would have been brought to the
3 6 individual's attention if the person had exercised reasonable
3 7 diligence. The person exercises reasonable diligence if it
3 8 maintains reasonable routines for communicating significant
3 9 information to the individual conducting the transaction and
3 10 there is reasonable compliance with the routines. Reasonable
3 11 diligence does not require an individual acting for the person
3 12 to communicate information unless the communication is part of
3 13 the individual's regular duties or the individual has reason
3 14 to know of the transaction and that the transaction would be
3 15 materially affected by the information.
3 16 6. A partner's knowledge, notice, or receipt of a
3 17 notification of a fact relating to the partnership is
3 18 effective immediately as knowledge by, notice to, or receipt
3 19 of a notification by the partnership, except in the case of a
3 20 fraud on the partnership committed by or with the consent of
3 21 that partner.
3 22 Sec. 3. NEW SECTION. 486.103 EFFECT OF PARTNERSHIP
3 23 AGREEMENT – NONWAIVABLE PROVISIONS.
3 24 1. Except as otherwise provided in subsection 2, relations
3 25 among the partners and between the partners and the
3 26 partnership are governed by the partnership agreement. To the
3 27 extent the partnership agreement does not otherwise provide,
3 28 this chapter governs relations among the partners and between
3 29 the partners and the partnership.
3 30 2. The partnership agreement shall not do any of the
3 31 following:
3 32 a. Vary the rights and duties under section 486.105 except
3 33 to eliminate the duty to provide copies of statements to all
3 34 of the partners.
3 35 b. Unreasonably restrict the right of access to books and
4 1 records under section 486.403, subsection 2.
4 2 c. Eliminate the duty of loyalty under section 486.404,
4 3 subsection 2, or 486.603, subsection 2, paragraph "c", except
4 4 as follows:
4 5 (1) The partnership agreement may identify specific types
4 6 or categories of activities that do not violate the duty of
4 7 loyalty, if not manifestly unreasonable.
4 8 (2) All of the partners or a number or percentage
4 9 specified in the partnership agreement may authorize or
4 10 ratify, after full disclosure of all material facts, a
4 11 specific act or transaction that otherwise would violate the
4 12 duty of loyalty.
4 13 d. Unreasonably reduce the duty of care under section
4 14 486.404, subsection 3, or 486.603, subsection 2, paragraph
4 15 "c".
4 16 e. Eliminate the obligation of good faith and fair dealing
4 17 under section 486.404, subsection 4, but the partnership
4 18 agreement may prescribe the standards by which the performance
4 19 of the obligation is to be measured, if the standards are not
4 20 manifestly unreasonable.
4 21 f. Vary the power to dissociate as a partner under section
4 22 486.602, subsection 1, except to require the notice under
4 23 section 486.601, subsection 1, to be in writing.
4 24 g. Vary the right of a court to expel a partner in the
4 25 events specified in section 486.601, subsection 5.
4 26 h. Vary the requirement to wind up the partnership
4 27 business in cases specified in section 486.801, subsection 4,
4 28 5, or 6.
4 29 i. Restrict rights of third parties under this chapter.
4 30 Sec. 4. NEW SECTION. 486.104 SUPPLEMENTAL PRINCIPLES OF
4 31 LAW.
4 32 1. Unless displaced by particular provisions of this
4 33 chapter, the principles of law and equity supplement this
4 34 chapter.
4 35 2. If an obligation to pay interest arises under this
5 1 chapter and the rate is not specified, the rate is that
5 2 specified in section 535.3.
5 3 Sec. 5. NEW SECTION. 486.105 EXECUTION, FILING, AND
5 4 RECORDING OF STATEMENTS.
5 5 1. A statement may be filed in the office of the secretary
5 6 of state. A certified copy of a statement that is filed in an
5 7 office in another state may be filed in the office of the
5 8 secretary of state. Either filing has the effect provided in
5 9 this chapter with respect to partnership property located in
5 10 or transactions that occur in this state.
5 11 2. A certified copy of a statement that has been filed in
5 12 the office of the secretary of state and recorded in the
5 13 office for recording transfers of real property has the effect
5 14 provided for recorded statements in this chapter. A recorded
5 15 statement that is not a certified copy of a statement filed in
5 16 the office of the secretary of state does not have the effect
5 17 provided for recorded statements in this chapter.
5 18 3. A statement filed by a partnership must be executed by
5 19 at least two partners. Other statements must be executed by a
5 20 partner or other person authorized by this chapter. An
5 21 individual who executes a statement as, or on behalf of, a
5 22 partner or other person named as a partner in a statement
5 23 shall personally declare under penalty of perjury that the
5 24 contents of the statement are accurate.
5 25 4. A person authorized by this chapter to file a statement
5 26 may amend or cancel the statement by filing an amendment or
5 27 cancellation that names the partnership, identifies the
5 28 statement, and states the substance of the amendment or
5 29 cancellation.
5 30 5. A person who files a statement pursuant to this section
5 31 shall promptly send a copy of the statement to every nonfiling
5 32 partner and to any other person named as a partner in the
5 33 statement. Failure to send a copy of a statement to a partner
5 34 or other person does not limit the effectiveness of the
5 35 statement as to a person not a partner.
6 1 6. The secretary of state may collect a fee for filing or
6 2 providing a certified copy of a statement. The county
6 3 recorder may collect a fee for recording a statement.
6 4 Sec. 6. NEW SECTION. 486.106 LAW GOVERNING INTERNAL
6 5 RELATIONS.
6 6 The law of the jurisdiction in which a partnership has its
6 7 chief executive office governs relations among the partners
6 8 and between the partners and the partnership.
6 9 Sec. 7. NEW SECTION. 486.107 PARTNERSHIP SUBJECT TO
6 10 AMENDMENT OR REPEAL OF CHAPTER.
6 11 A partnership governed by this chapter is subject to any
6 12 amendment to or repeal of this chapter.
6 13 ARTICLE 2
6 14 NATURE OF PARTNERSHIP
6 15 Sec. 8. NEW SECTION. 486.201 PARTNERSHIP AS ENTITY.
6 16 A partnership is an entity distinct from its partners.
6 17 Sec. 9. NEW SECTION. 486.202 FORMATION OF PARTNERSHIP.
6 18 1. Except as otherwise provided in subsection 2, the
6 19 association of two or more persons to carry on as co-owners a
6 20 business for profit forms a partnership, whether or not the
6 21 persons intend to form a partnership.
6 22 2. An association formed under a statute other than this
6 23 chapter, a predecessor statute, or a comparable statute of
6 24 another jurisdiction is not a partnership under this chapter.
6 25 3. In determining whether a partnership is formed, the
6 26 following rules apply:
6 27 a. Joint tenancy, tenancy in common, tenancy by the
6 28 entireties, joint property, common property, or part ownership
6 29 does not by itself establish a partnership, even if the co-
6 30 owners share profits made by the use of the property.
6 31 b. The sharing of gross returns does not by itself
6 32 establish a partnership, even if the persons sharing them have
6 33 a joint or common right or interest in property from which the
6 34 returns are derived.
6 35 c. A person who receives a share of the profits of a
7 1 business is presumed to be a partner in the business, unless
7 2 the profits were received in payment of or for any of the
7 3 following:
7 4 (1) Of a debt by installments or otherwise.
7 5 (2) For services as an independent contractor or of wages
7 6 or other compensation to an employee.
7 7 (3) Of rent.
7 8 (4) Of an annuity or other retirement or health benefit to
7 9 a beneficiary, representative, or designee of a deceased or
7 10 retired partner.
7 11 (5) Of interest or other charge on a loan, even if the
7 12 amount of payment varies with the profits of the business,
7 13 including a direct or indirect present or future ownership of
7 14 the collateral, or rights to income, proceeds, or increase in
7 15 value derived from the collateral.
7 16 (6) For the sale of the goodwill of a business or other
7 17 property by installments or otherwise.
7 18 Sec. 10. NEW SECTION. 486.203 PARTNERSHIP PROPERTY.
7 19 Property acquired by a partnership is property of the
7 20 partnership and not of the partners individually.
7 21 Sec. 11. NEW SECTION. 486.204 WHEN PROPERTY IS
7 22 PARTNERSHIP PROPERTY.
7 23 1. Property is partnership property if acquired in the
7 24 name of any of the following:
7 25 a. The partnership.
7 26 b. One or more partners with an indication in the
7 27 instrument transferring title to the property of the person's
7 28 capacity as a partner or of the existence of a partnership but
7 29 without an indication of the name of the partnership.
7 30 2. Property is acquired in the name of the partnership by
7 31 a transfer to any of the following:
7 32 a. The partnership in its name.
7 33 b. One or more partners in their capacity as partners in
7 34 the partnership, if the name of the partnership is indicated
7 35 in the instrument transferring title to the property.
8 1 3. Property is presumed to be partnership property if
8 2 purchased with partnership assets, even if not acquired in the
8 3 name of the partnership or of one or more partners with an
8 4 indication in the instrument transferring title to the
8 5 property of the person's capacity as a partner or of the
8 6 existence of a partnership.
8 7 4. Property acquired in the name of one or more of the
8 8 partners, without an indication in the instrument transferring
8 9 title to the property of the person's capacity as a partner or
8 10 of the existence of a partnership and without use of
8 11 partnership assets, is presumed to be separate property, even
8 12 if used for partnership purposes.
8 13 ARTICLE 3
8 14 RELATIONS OF PARTNERS TO
8 15 PERSONS DEALING WITH PARTNERSHIP
8 16 Sec. 12. NEW SECTION. 486.301 PARTNER AGENT OF
8 17 PARTNERSHIP.
8 18 Subject to the effect of a statement of partnership
8 19 authority under section 486.303:
8 20 1. Each partner is an agent of the partnership for the
8 21 purpose of its business. An act of a partner, including the
8 22 execution of an instrument in the partnership name, for
8 23 apparently carrying on in the ordinary course the partnership
8 24 business or business of the kind carried on by the partnership
8 25 binds the partnership, unless the partner had no authority to
8 26 act for the partnership in the particular matter and the
8 27 person with whom the partner was dealing knew or had received
8 28 a notification that the partner lacked authority.
8 29 2. An act of a partner which is not apparently for
8 30 carrying on in the ordinary course the partnership business or
8 31 business of the kind carried on by the partnership binds the
8 32 partnership only if the act was authorized by the other
8 33 partners.
8 34 Sec. 13. NEW SECTION. 486.302 TRANSFER OF PARTNERSHIP
8 35 PROPERTY.
9 1 1. Partnership property may be transferred as follows:
9 2 a. Subject to the effect of a statement of partnership
9 3 authority under section 486.303, partnership property held in
9 4 the name of the partnership may be transferred by an
9 5 instrument of transfer executed by a partner in the
9 6 partnership name.
9 7 b. Partnership property held in the name of one or more
9 8 partners with an indication in the instrument transferring the
9 9 property to the partners of their capacity as partners or of
9 10 the existence of a partnership, but without an indication of
9 11 the name of the partnership, may be transferred by an
9 12 instrument of transfer executed by the persons in whose name
9 13 the property is held.
9 14 c. Partnership property held in the name of one or more
9 15 persons other than the partnership, without an indication in
9 16 the instrument transferring the property to the partners of
9 17 their capacity as partners or of the existence of a
9 18 partnership, may be transferred by an instrument of transfer
9 19 executed by the persons in whose name the property is held.
9 20 2. A partnership may recover partnership property from a
9 21 transferee only if it proves that execution of the instrument
9 22 of initial transfer did not bind the partnership under section
9 23 486.301 and if one of the following applies:
9 24 a. As to a subsequent transferee who gave value for
9 25 property transferred under subsection 1, paragraphs "a" and
9 26 "b", proves that the subsequent transferee knew or had
9 27 received a notification that the person who executed the
9 28 instrument of initial transfer lacked authority to bind the
9 29 partnership.
9 30 b. As to a transferee who gave value for property
9 31 transferred under subsection 1, paragraph "c", proves that the
9 32 transferee knew or had received a notification that the
9 33 property was partnership property and that the person who
9 34 executed the instrument of initial transfer lacked authority
9 35 to bind the partnership.
10 1 3. A partnership shall not recover partnership property
10 2 from a subsequent transferee if the partnership would not have
10 3 been entitled to recover the property, under subsection 2,
10 4 from any earlier transferee of the property.
10 5 4. If a person holds all of the partners' interests in the
10 6 partnership, all of the partnership property vests in that
10 7 person. The person may execute a document in the name of the
10 8 partnership to evidence vesting of the property in that person
10 9 and may file or record the document.
10 10 Sec. 14. NEW SECTION. 486.303 STATEMENT OF PARTNERSHIP
10 11 AUTHORITY.
10 12 1. A partnership may file a statement of partnership
10 13 authority as provided in this subsection.
10 14 a. The statement of partnership authority must include all
10 15 of the following:
10 16 (1) The name of the partnership.
10 17 (2) The street address of its chief executive office and
10 18 of one office in this state, if there is one.
10 19 (3) The names and mailing addresses of all of the partners
10 20 or of an agent appointed and maintained by the partnership for
10 21 the purpose of subsection 2.
10 22 (4) The names of the partners authorized to execute an
10 23 instrument transferring real property held in the name of the
10 24 partnership.
10 25 b. The statement of partnership authority may state the
10 26 authority, or limitations on the authority, of some or all of
10 27 the partners to enter into other transactions on behalf of the
10 28 partnership and any other matter.
10 29 2. If a statement of partnership authority names an agent,
10 30 the agent shall maintain a list of the names and mailing
10 31 addresses of all of the partners and make it available to any
10 32 person on request for good cause shown.
10 33 3. If a filed statement of partnership authority is
10 34 executed pursuant to section 486.105, subsection 3, and states
10 35 the name of the partnership but does not contain all of the
11 1 other information required by subsection 1, the statement
11 2 nevertheless operates with respect to a person not a partner
11 3 as provided in subsections 4 and 5.
11 4 4. Except as otherwise provided in subsection 7, a filed
11 5 statement of partnership authority supplements the authority
11 6 of a partner to enter into transactions on behalf of the
11 7 partnership as follows:
11 8 a. Except for transfers of real property, a grant of
11 9 authority contained in a filed statement of partnership
11 10 authority is conclusive in favor of a person who gives value
11 11 without knowledge to the contrary, so long as and to the
11 12 extent that a limitation on that authority is not then
11 13 contained in another filed statement. A filed cancellation of
11 14 a limitation on authority revives the previous grant of
11 15 authority.
11 16 b. A grant of authority to transfer real property held in
11 17 the name of the partnership contained in a certified copy of a
11 18 filed statement of partnership authority recorded in the
11 19 office for recording transfers of that real property is
11 20 conclusive in favor of a person who gives value without
11 21 knowledge to the contrary, so long as and to the extent that a
11 22 certified copy of a filed statement containing a limitation on
11 23 that authority is not then of record in the office for
11 24 recording transfers of that real property. The recording in
11 25 the office for recording transfers of that real property of a
11 26 certified copy of a filed cancellation of a limitation on
11 27 authority revives the previous grant of authority.
11 28 5. A person not a partner is deemed to know of a
11 29 limitation on the authority of a partner to transfer real
11 30 property held in the name of the partnership if a certified
11 31 copy of the filed statement containing the limitation on
11 32 authority is of record in the office for recording transfers
11 33 of that real property.
11 34 6. Except as otherwise provided in subsections 4 and 5 and
11 35 sections 486.704 and 486.805, a person not a partner is not
12 1 deemed to know of a limitation on the authority of a partner
12 2 merely because the limitation is contained in a filed
12 3 statement.
12 4 7. Unless earlier canceled, a filed statement of
12 5 partnership authority is canceled by operation of law five
12 6 years after the date on which the statement, or the most
12 7 recent amendment, was filed with the secretary of state.
12 8 Sec. 15. NEW SECTION. 486.304 STATEMENT OF DENIAL.
12 9 A partner or other person named as a partner in a filed
12 10 statement of partnership authority or in a list maintained by
12 11 an agent pursuant to section 486.303, subsection 2, may file a
12 12 statement of denial stating the name of the partnership and
12 13 the fact that is being denied, which may include denial of a
12 14 person's authority or status as a partner. A statement of
12 15 denial is a limitation on authority as provided in section
12 16 486.303, subsections 4 and 5.
12 17 Sec. 16. NEW SECTION. 486.305 PARTNERSHIP LIABLE FOR
12 18 PARTNER'S ACTIONABLE CONDUCT.
12 19 1. A partnership is liable for loss or injury caused to a
12 20 person, or for a penalty incurred, as a result of a wrongful
12 21 act or omission, or other actionable conduct, of a partner
12 22 acting in the ordinary course of business of the partnership
12 23 or with authority of the partnership.
12 24 2. If, in the course of the partnership's business or
12 25 while acting with authority of the partnership, a partner
12 26 receives or causes the partnership to receive money or
12 27 property of a person not a partner, and the money or property
12 28 is misapplied by a partner, the partnership is liable for the
12 29 loss.
12 30 Sec. 17. NEW SECTION. 486.306 PARTNER'S LIABILITY.
12 31 1. Except as otherwise provided in subsection 2, all
12 32 partners are liable jointly and severally for all obligations
12 33 of the partnership unless otherwise agreed by the claimant or
12 34 provided by law.
12 35 2. A person admitted as a partner into an existing
13 1 partnership is not personally liable for any partnership
13 2 obligation incurred before the person's admission as a
13 3 partner.
13 4 Sec. 18. NEW SECTION. 486.307 ACTIONS BY AND AGAINST
13 5 PARTNERSHIP AND PARTNERS.
13 6 1. A partnership may sue and be sued in the name of the
13 7 partnership.
13 8 2. An action may be brought against the partnership and
13 9 any or all of the partners in the same action or in separate
13 10 actions.
13 11 3. A judgment against a partnership is not by itself a
13 12 judgment against a partner. A judgment against a partnership
13 13 shall not be satisfied from a partner's assets unless there is
13 14 also a judgment against the partner.
13 15 4. A judgment creditor of a partner shall not levy
13 16 execution against the assets of the partner to satisfy a
13 17 judgment based on a claim against the partnership unless one
13 18 or more of the following apply:
13 19 a. A judgment based on the same claim has been obtained
13 20 against the partnership and a writ of execution on the
13 21 judgment has been returned unsatisfied in whole or in part.
13 22 b. The partnership is a debtor in bankruptcy.
13 23 c. The partner has agreed that the creditor need not
13 24 exhaust partnership assets.
13 25 d. A court grants permission to the judgment creditor to
13 26 levy execution against the assets of a partner based on a
13 27 finding that partnership assets subject to execution are
13 28 clearly insufficient to satisfy the judgment, that exhaustion
13 29 of partnership assets is excessively burdensome, or that the
13 30 grant of permission is an appropriate exercise of the court's
13 31 equitable powers.
13 32 e. Liability is imposed on the partner by law or contract
13 33 independent of the existence of the partnership.
13 34 5. This section applies to any partnership liability or
13 35 obligation resulting from a representation by a partner or
14 1 purported partner under section 486.308.
14 2 Sec. 19. NEW SECTION. 486.308 LIABILITY OF PURPORTED
14 3 PARTNER.
14 4 1. If a person, by words or conduct, purports to be a
14 5 partner, or consents to being represented by another as a
14 6 partner, in a partnership or with one or more persons not
14 7 partners, the purported partner is liable to a person to whom
14 8 the representation is made, if that person, relying on the
14 9 representation, enters into a transaction with the actual or
14 10 purported partnership. If the representation, either by the
14 11 purported partner or by a person with the purported partner's
14 12 consent, is made in a public manner, the purported partner is
14 13 liable to a person who relies upon the purported partnership
14 14 even if the purported partner is not aware of being held out
14 15 as a partner to the claimant. If partnership liability
14 16 results, the purported partner is liable with respect to that
14 17 liability as if the purported partner were a partner. If no
14 18 partnership liability results, the purported partner is liable
14 19 with respect to that liability jointly and severally with any
14 20 other person consenting to the representation.
14 21 2. If a person is thus represented to be a partner in an
14 22 existing partnership, or with one or more persons not
14 23 partners, the purported partner is an agent of persons
14 24 consenting to the representation to bind the persons to the
14 25 same extent and in the same manner as if the purported partner
14 26 were a partner, with respect to persons who enter into
14 27 transactions in reliance upon the representation. If all of
14 28 the partners of the existing partnership consent to the
14 29 representation, a partnership act or obligation results. If
14 30 fewer than all of the partners of the existing partnership
14 31 consent to the representation, the person acting and the
14 32 partners consenting to the representation are jointly and
14 33 severally liable.
14 34 3. A person is not liable as a partner merely because the
14 35 person is named by another in a statement of partnership
15 1 authority.
15 2 4. A person does not continue to be liable as a partner
15 3 merely because of a failure to file a statement of
15 4 dissociation or to amend a statement of partnership authority
15 5 to indicate the partner's dissociation from the partnership.
15 6 5. Except as otherwise provided in subsections 1 and 2,
15 7 persons who are not partners as to each other are not liable
15 8 as partners to other persons.
15 9 ARTICLE 4
15 10 RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP
15 11 Sec. 20. NEW SECTION. 486.401 PARTNER'S RIGHTS AND
15 12 DUTIES.
15 13 1. Each partner is deemed to have an account subject to
15 14 the following:
15 15 a. The account is credited with an amount equal to the
15 16 money plus the value of any other property, net of the amount
15 17 of any liabilities, the partner contributes to the partnership
15 18 and the partner's share of the partnership profits.
15 19 b. The account is charged with an amount equal to the
15 20 money plus the value of any other property, net of the amount
15 21 of any liabilities, distributed by the partnership to the
15 22 partner and the partner's share of the partnership losses.
15 23 2. Each partner is entitled to an equal share of the
15 24 partnership profits and is chargeable with a share of the
15 25 partnership losses in proportion to the partner's share of the
15 26 profits.
15 27 3. A partnership shall reimburse a partner for payments
15 28 made and indemnify a partner for liabilities incurred by the
15 29 partner in the ordinary course of the business of the
15 30 partnership or for the preservation of its business or
15 31 property.
15 32 4. A partnership shall reimburse a partner for an advance
15 33 to the partnership beyond the amount of capital the partner
15 34 agreed to contribute.
15 35 5. A payment or advance made by a partner which gives rise
16 1 to a partnership obligation under subsection 3 or 4
16 2 constitutes a loan to the partnership which accrues interest
16 3 from the date of the payment or advance.
16 4 6. Each partner has equal rights in the management and
16 5 conduct of the partnership business.
16 6 7. A partner may use or possess partnership property only
16 7 on behalf of the partnership.
16 8 8. A partner is not entitled to remuneration for services
16 9 performed for the partnership, except for reasonable
16 10 compensation for services rendered in winding up the business
16 11 of the partnership.
16 12 9. A person may become a partner only with the consent of
16 13 all of the partners.
16 14 10. A difference arising as to a matter in the ordinary
16 15 course of business of a partnership may be decided by a
16 16 majority of the partners. An act outside the ordinary course
16 17 of business of a partnership and an amendment to the
16 18 partnership agreement may be undertaken only with the consent
16 19 of all of the partners.
16 20 11. This section does not affect the obligations of a
16 21 partnership to other persons under section 486.301.
16 22 Sec. 21. NEW SECTION. 486.402 DISTRIBUTIONS IN KIND.
16 23 A partner has no right to receive, and shall not be
16 24 required to accept, a distribution in kind.
16 25 Sec. 22. NEW SECTION. 486.403 PARTNER'S RIGHTS AND
16 26 DUTIES WITH RESPECT TO INFORMATION.
16 27 1. A partnership shall keep its books and records, if any,
16 28 at its chief executive office.
16 29 2. A partnership shall provide partners and their agents
16 30 and attorneys access to its books and records. It shall
16 31 provide former partners and their agents and attorneys access
16 32 to books and records pertaining to the period during which the
16 33 former partners were partners. The right of access provides
16 34 the opportunity to inspect and copy books and records during
16 35 ordinary business hours. A partnership may impose a
17 1 reasonable charge, covering the costs of labor and material,
17 2 for copies of documents furnished.
17 3 3. Each partner and the partnership shall furnish to a
17 4 partner, and to the legal representative of a deceased partner
17 5 or partner under legal disability all of the following:
17 6 a. Without demand, any information concerning the
17 7 partnership's business and affairs reasonably required for the
17 8 proper exercise of the partner's rights and duties under the
17 9 partnership agreement or this chapter.
17 10 b. On demand, any other information concerning the
17 11 partnership's business and affairs, except to the extent the
17 12 demand or the information demanded is unreasonable or
17 13 otherwise improper under the circumstances.
17 14 Sec. 23. NEW SECTION. 486.404 GENERAL STANDARDS OF
17 15 PARTNER'S CONDUCT.
17 16 1. The only fiduciary duties a partner owes to the
17 17 partnership and the other partners are the duty of loyalty and
17 18 the duty of care set forth in subsections 2 and 3.
17 19 2. A partner's duty of loyalty to the partnership and the
17 20 other partners is limited to the following:
17 21 a. To account to the partnership and hold as trustee for
17 22 the partnership any property, profit, or benefit derived by
17 23 the partner in the conduct and winding up of the partnership
17 24 business or derived from a use by the partner of partnership
17 25 property, including the appropriation of a partnership
17 26 opportunity.
17 27 b. To refrain from dealing with the partnership in the
17 28 conduct or winding up of the partnership business as or on
17 29 behalf of a party having an interest adverse to the
17 30 partnership.
17 31 c. To refrain from competing with the partnership in the
17 32 conduct of the partnership business before the dissolution of
17 33 the partnership.
17 34 3. A partner's duty of care to the partnership and the
17 35 other partners in the conduct and winding up of the
18 1 partnership business is limited to refraining from engaging in
18 2 grossly negligent or reckless conduct, intentional misconduct,
18 3 or a knowing violation of law.
18 4 4. A partner shall discharge the duties to the partnership
18 5 and the other partners under this chapter or under the
18 6 partnership agreement and exercise any rights consistently
18 7 with the obligation of good faith and fair dealing.
18 8 5. A partner does not violate a duty or obligation under
18 9 this chapter or under the partnership agreement merely because
18 10 the partner's conduct furthers the partner's own interest.
18 11 6. A partner may lend money to and transact other business
18 12 with the partnership, and as to each loan or transaction the
18 13 rights and obligations of the partner are the same as those of
18 14 a person who is not a partner, subject to other applicable
18 15 law.
18 16 7. This section applies to a person winding up the
18 17 partnership business as the personal or legal representative
18 18 of the last surviving partner as if the person were a partner.
18 19 Sec. 24. NEW SECTION. 486.405 ACTIONS BY PARTNERSHIP AND
18 20 PARTNERS.
18 21 1. A partnership may maintain an action against a partner
18 22 for a breach of the partnership agreement, or for the
18 23 violation of a duty to the partnership, causing harm to the
18 24 partnership.
18 25 2. A partner may maintain an action against the
18 26 partnership or another partner for legal or equitable relief,
18 27 with or without an accounting as to partnership business, to
18 28 do any of the following:
18 29 a. Enforce the partner's rights under the partnership
18 30 agreement.
18 31 b. Enforce the partner's rights under this chapter,
18 32 including any or all of the following:
18 33 (1) The partner's rights under section 486.401, 486.403,
18 34 or 486.404.
18 35 (2) The partner's right on dissociation to have the
19 1 partner's interest in the partnership purchased pursuant to
19 2 section 486.701 or enforce any other right under article 6 or
19 3 7.
19 4 (3) The partner's right to compel a dissolution and
19 5 winding up of the partnership business under section 486.801
19 6 or enforce any other right under article 8.
19 7 c. Enforce the rights and otherwise protect the interests
19 8 of the partner, including rights and interests arising
19 9 independently of the partnership relationship.
19 10 3. The accrual of, and any time limitation on, a right of
19 11 action for a remedy under this section is governed by other
19 12 law. A right to an accounting upon a dissolution and winding
19 13 up does not revive a claim barred by law.
19 14 Sec. 25. NEW SECTION. 486.406 CONTINUATION OF
19 15 PARTNERSHIP BEYOND DEFINITE TERM OR PARTICULAR UNDERTAKING.
19 16 1. If a partnership for a definite term or particular
19 17 undertaking is continued, without an express agreement, after
19 18 the expiration of the term or completion of the undertaking,
19 19 the rights and duties of the partners remain the same as they
19 20 were at the expiration or completion, so far as is consistent
19 21 with a partnership at will.
19 22 2. If the partners, or those of them who habitually acted
19 23 in the business during the term or undertaking, continue the
19 24 business without any settlement or liquidation of the
19 25 partnership, they are presumed to have agreed that the
19 26 partnership will continue.
19 27 ARTICLE 5
19 28 TRANSFEREES AND CREDITORS OF PARTNER
19 29 Sec. 26. NEW SECTION. 486.501 PARTNER NOT CO-OWNER OF
19 30 PARTNERSHIP PROPERTY.
19 31 A partner is not a co-owner of partnership property and has
19 32 no interest in partnership property which can be transferred,
19 33 either voluntarily or involuntarily.
19 34 Sec. 27. NEW SECTION. 486.502 PARTNER'S TRANSFERABLE
19 35 INTEREST IN PARTNERSHIP.
20 1 The only transferable interest of a partner in the
20 2 partnership is the partner's share of the profits and losses
20 3 of the partnership and the partner's right to receive
20 4 distributions. The interest is personal property.
20 5 Sec. 28. NEW SECTION. 486.503 TRANSFER OF PARTNER'S
20 6 TRANSFERABLE INTEREST.
20 7 1. A transfer, in whole or in part, of a partner's
20 8 transferable interest in the partnership is or does all of the
20 9 following:
20 10 a. Is permissible.
20 11 b. Does not by itself cause the partner's dissociation or
20 12 a dissolution and winding up of the partnership business.
20 13 c. Does not, as against the other partners or the
20 14 partnership, entitle the transferee, during the continuance of
20 15 the partnership, to participate in the management or conduct
20 16 of the partnership business, to require access to information
20 17 concerning partnership transactions, or to inspect or copy the
20 18 partnership books or records.
20 19 2. A transferee of a partner's transferable interest in
20 20 the partnership has a right to all of the following:
20 21 a. To receive, in accordance with the transfer,
20 22 distributions to which the transferor would otherwise be
20 23 entitled.
20 24 b. To receive upon the dissolution and winding up of the
20 25 partnership business, in accordance with the transfer, the net
20 26 amount otherwise distributable to the transferor.
20 27 c. To seek under section 486.801, subsection 6, a judicial
20 28 determination that it is equitable to wind up the partnership
20 29 business.
20 30 3. In a dissolution and winding up, a transferee is
20 31 entitled to an account of partnership transactions only from
20 32 the date of the latest account agreed to by all of the
20 33 partners.
20 34 4. Upon transfer, the transferor retains the rights and
20 35 duties of a partner other than the interest in distributions
21 1 transferred.
21 2 5. A partnership need not give effect to a transferee's
21 3 rights under this section until it has notice of the transfer.
21 4 6. A transfer of a partner's transferable interest in the
21 5 partnership in violation of a restriction on transfer
21 6 contained in the partnership agreement is ineffective as to a
21 7 person having notice of the restriction at the time of
21 8 transfer.
21 9 Sec. 29. NEW SECTION. 486.504 PARTNER'S TRANSFERABLE
21 10 INTEREST SUBJECT TO CHARGING ORDER.
21 11 1. On application by a judgment creditor of a partner or
21 12 of a partner's transferee, a court having jurisdiction may
21 13 charge the transferable interest of the judgment debtor to
21 14 satisfy the judgment. The court may appoint a receiver of the
21 15 share of the distributions due or to become due to the
21 16 judgment debtor in respect of the partnership and make all
21 17 other orders, directions, accounts, and inquiries the judgment
21 18 debtor might have made or which the circumstances of the case
21 19 may require.
21 20 2. A charging order constitutes a lien on the judgment
21 21 debtor's transferable interest in the partnership. The court
21 22 may order a foreclosure of the interest subject to the
21 23 charging order at any time. The purchaser at the foreclosure
21 24 sale has the rights of a transferee.
21 25 3. At any time before foreclosure, an interest charged may
21 26 be redeemed by or with any of the following:
21 27 a. By the judgment debtor.
21 28 b. With property other than partnership property, by one
21 29 or more of the other partners.
21 30 c. With partnership property, by one or more of the other
21 31 partners with the consent of all of the partners whose
21 32 interests are not so charged.
21 33 4. This chapter does not deprive a partner of a right
21 34 under exemption laws with respect to the partner's interest in
21 35 the partnership.
22 1 5. This section provides the exclusive remedy by which a
22 2 judgment creditor of a partner or partner's transferee may
22 3 satisfy a judgment out of the judgment debtor's transferable
22 4 interest in the partnership.
22 5 ARTICLE 6
22 6 PARTNER'S DISSOCIATION
22 7 Sec. 30. NEW SECTION. 486.601 EVENTS CAUSING PARTNER'S
22 8 DISSOCIATION.
22 9 A partner is dissociated from a partnership upon the
22 10 occurrence of any of the following events:
22 11 1. The partnership's having notice of the partner's
22 12 express will to withdraw as a partner or on a later date
22 13 specified by the partner.
22 14 2. An event agreed to in the partnership agreement as
22 15 causing the partner's dissociation.
22 16 3. The partner's expulsion pursuant to the partnership
22 17 agreement.
22 18 4. The partner's expulsion by the unanimous vote of the
22 19 other partners if any of the following apply:
22 20 a. It is unlawful to carry on the partnership business
22 21 with that partner.
22 22 b. There has been a transfer of all or substantially all
22 23 of that partner's transferable interest in the partnership,
22 24 other than a transfer for security purposes, or a court order
22 25 charging the partner's interest, which has not been
22 26 foreclosed.
22 27 c. Within ninety days after the partnership notifies a
22 28 corporate partner that it will be expelled because it has
22 29 filed a certificate of dissolution or the equivalent, its
22 30 charter has been revoked, or its right to conduct business has
22 31 been suspended by the jurisdiction of its incorporation, there
22 32 is no revocation of the certificate of dissolution or no
22 33 reinstatement of its charter or its right to conduct business.
22 34 d. A partnership that is a partner has been dissolved and
22 35 its business is being wound up.
23 1 5. On application by the partnership or another partner,
23 2 the partner's expulsion by judicial determination because of
23 3 any of the following:
23 4 a. The partner engaged in wrongful conduct that adversely
23 5 and materially affected the partnership business.
23 6 b. The partner willfully or persistently committed a
23 7 material breach of the partnership agreement or of a duty owed
23 8 to the partnership or the other partners under section
23 9 486.404.
23 10 c. The partner engaged in conduct relating to the
23 11 partnership business which makes it not reasonably practicable
23 12 to carry on the business in partnership with the partner.
23 13 6. The partner's actions constituting any of the
23 14 following:
23 15 a. Becoming a debtor in bankruptcy.
23 16 b. Executing an assignment for the benefit of creditors.
23 17 c. Seeking, consenting to, or acquiescing in the
23 18 appointment of a trustee, receiver, or liquidator of that
23 19 partner or of all or substantially all of that partner's
23 20 property.
23 21 d. Failing, within ninety days after the appointment, to
23 22 have vacated or stayed the appointment of a trustee, receiver,
23 23 or liquidator of the partner or of all or substantially all of
23 24 the partner's property obtained without the partner's consent
23 25 or acquiescence, or failing within ninety days after the
23 26 expiration of a stay to have the appointment vacated.
23 27 7. In the case of a partner who is an individual any of
23 28 the following:
23 29 a. The partner's death.
23 30 b. The appointment of a guardian or general conservator
23 31 for the partner.
23 32 c. A judicial determination that the partner has otherwise
23 33 become incapable of performing the partner's duties under the
23 34 partnership agreement.
23 35 8. In the case of a partner that is a trust or is acting
24 1 as a partner by virtue of being a trustee of a trust,
24 2 distribution of the trust's entire transferable interest in
24 3 the partnership, but not merely by reason of the substitution
24 4 of a successor trustee.
24 5 9. In the case of a partner that is an estate or is acting
24 6 as a partner by virtue of being a personal representative of
24 7 an estate, distribution of the estate's entire transferable
24 8 interest in the partnership, but not merely by reason of the
24 9 substitution of a successor personal representative.
24 10 10. Termination of a partner who is not an individual,
24 11 partnership, corporation, trust, or estate.
24 12 Sec. 31. NEW SECTION. 486.602 PARTNER'S POWER TO
24 13 DISSOCIATE – WRONGFUL DISSOCIATION.
24 14 1. A partner has the power to dissociate at any time,
24 15 rightfully or wrongfully, by express will pursuant to section
24 16 486.601, subsection 1.
24 17 2. A partner's dissociation is wrongful only if any of the
24 18 following applies:
24 19 a. It is in breach of an express provision of the
24 20 partnership agreement.
24 21 b. In the case of a partnership for a definite term or
24 22 particular undertaking, before the expiration of the term or
24 23 the completion of the undertaking any of the following occur:
24 24 (1) The partner withdraws by express will, unless the
24 25 withdrawal follows within ninety days after another partner's
24 26 dissociation by death or otherwise under section 486.601,
24 27 subsections 6 through 10, or wrongful dissociation under this
24 28 subsection.
24 29 (2) The partner is expelled by judicial determination
24 30 under section 486.601, subsection 5.
24 31 (3) The partner is dissociated by becoming a debtor in
24 32 bankruptcy.
24 33 (4) In the case of a partner who is not an individual,
24 34 trust other than a business trust, or estate, the partner is
24 35 expelled or otherwise dissociated because it willfully
25 1 dissolved or terminated.
25 2 3. A partner who wrongfully dissociates is liable to the
25 3 partnership and to the other partners for damages caused by
25 4 the dissociation. The liability is in addition to any other
25 5 obligation of the partner to the partnership or to the other
25 6 partners.
25 7 Sec. 32. NEW SECTION. 486.603 EFFECT OF PARTNER'S
25 8 DISSOCIATION.
25 9 1. If a partner's dissociation results in a dissolution
25 10 and winding up of the partnership business, article 8 applies;
25 11 otherwise, article 7 applies.
25 12 2. Upon a partner's dissociation all of the following
25 13 apply:
25 14 a. The partner's right to participate in the management
25 15 and conduct of the partnership business terminates, except as
25 16 otherwise provided in section 486.803.
25 17 b. The partner's duty of loyalty under section 486.404,
25 18 subsection 2, paragraph "c", terminates.
25 19 c. The partner's duty of loyalty under section 486.404,
25 20 subsection 2, paragraphs "a" and "b", and duty of care under
25 21 section 486.404, subsection 3, continue only with regard to
25 22 matters arising and events occurring before the partner's
25 23 dissociation, unless the partner participates in winding up
25 24 the partnership's business pursuant to section 486.803.
25 25 ARTICLE 7
25 26 PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP
25 27 Sec. 33. NEW SECTION. 486.701 PURCHASE OF DISSOCIATED
25 28 PARTNER'S INTEREST.
25 29 1. If a partner is dissociated from a partnership without
25 30 resulting in a dissolution and winding up of the partnership
25 31 business under section 486.801, the partnership shall cause
25 32 the dissociated partner's interest in the partnership to be
25 33 purchased for a buyout price determined pursuant to subsection
25 34 2.
25 35 2. The buyout price of a dissociated partner's interest is
26 1 the amount that would have been distributable to the
26 2 dissociating partner under section 486.807, subsection 2, if,
26 3 on the date of dissociation, the assets of the partnership
26 4 were sold at a price equal to the greater of the liquidation
26 5 value or the value based on a sale of the entire business as a
26 6 going concern without the dissociated partner and the
26 7 partnership were wound up as of that date. Interest must be
26 8 paid from the date of dissociation to the date of payment.
26 9 3. Damages for wrongful dissociation under section
26 10 486.602, subsection 2, and all other amounts owing, whether or
26 11 not presently due, from the dissociated partner to the
26 12 partnership, must be offset against the buyout price.
26 13 Interest must be paid from the date the amount owed becomes
26 14 due to the date of payment.
26 15 4. A partnership shall indemnify a dissociated partner
26 16 whose interest is being purchased against all partnership
26 17 liabilities, whether incurred before or after the
26 18 dissociation, except liabilities incurred by an act of the
26 19 dissociated partner under section 486.702.
26 20 5. If no agreement for the purchase of a dissociated
26 21 partner's interest is reached within one hundred twenty days
26 22 after a written demand for payment, the partnership shall pay,
26 23 or cause to be paid, in cash to the dissociated partner the
26 24 amount the partnership estimates to be the buyout price and
26 25 accrued interest, reduced by any offsets and accrued interest
26 26 under subsection 3.
26 27 6. If a deferred payment is authorized under subsection 8,
26 28 the partnership may tender a written offer to pay the amount
26 29 the partnership estimates to be the buyout price and accrued
26 30 interest, reduced by any offsets under subsection 3, stating
26 31 the time of payment, the amount and type of security for
26 32 payment, and the other terms and conditions of the obligation.
26 33 7. The payment or tender required by subsection 5 or 6
26 34 must be accompanied by all of the following:
26 35 a. A statement of partnership assets and liabilities as of
27 1 the date of dissociation.
27 2 b. The latest available partnership balance sheet and
27 3 income statement, if any.
27 4 c. An explanation of how the estimated amount of the
27 5 payment was calculated.
27 6 d. Written notice that the payment is in full satisfaction
27 7 of the obligation to purchase unless, within one hundred
27 8 twenty days after the written notice, the dissociated partner
27 9 commences an action to determine the buyout price, any offsets
27 10 under subsection 3, or other terms of the obligation to
27 11 purchase.
27 12 8. A partner who wrongfully dissociates before the
27 13 expiration of a definite term or the completion of a
27 14 particular undertaking is not entitled to payment of any
27 15 portion of the buyout price until the expiration of the term
27 16 or completion of the undertaking, unless the partner
27 17 establishes to the satisfaction of the court that earlier
27 18 payment will not cause undue hardship to the business of the
27 19 partnership. A deferred payment must be adequately secured
27 20 and bear interest.
27 21 9. A dissociated partner may maintain an action against
27 22 the partnership, pursuant to section 486.405, subsection 2,
27 23 paragraph "b", subparagraph (2), to determine the buyout price
27 24 of that partner's interest, any offsets under subsection 3, or
27 25 other terms of the obligation to purchase. The action must be
27 26 commenced within one hundred twenty days after the partnership
27 27 has tendered payment or an offer to pay or within one year
27 28 after written demand for payment if no payment or offer to pay
27 29 is tendered. The court shall determine the buyout price of
27 30 the dissociated partner's interest, any offset due under
27 31 subsection 3, and accrued interest, and enter judgment for any
27 32 additional payment or refund. If deferred payment is
27 33 authorized under subsection 8, the court shall also determine
27 34 the security for payment and other terms of the obligation to
27 35 purchase. The court may assess reasonable attorney's fees and
28 1 the fees and expenses of appraisers or other experts for a
28 2 party to the action, in amounts the court finds equitable,
28 3 against a party that the court finds acted arbitrarily,
28 4 vexatiously, or not in good faith. The finding may be based
28 5 on the partnership's failure to tender payment or an offer to
28 6 pay or to comply with subsection 7.
28 7 Sec. 34. NEW SECTION. 486.702 DISSOCIATED PARTNER'S
28 8 POWER TO BIND AND LIABILITY TO PARTNERSHIP.
28 9 1. For two years after a partner dissociates without
28 10 resulting in a dissolution and winding up of the partnership
28 11 business, the partnership, including a surviving partnership
28 12 under article 9, is bound by an act of the dissociated partner
28 13 which would have bound the partnership under section 486.301
28 14 before dissociation only if at the time of entering into the
28 15 transaction all of the following apply:
28 16 a. The other party reasonably believed that the
28 17 dissociated partner was then a partner.
28 18 b. The other party did not have notice of the partner's
28 19 dissociation.
28 20 c. The other party is not deemed to have had knowledge
28 21 under section 486.303, subsection 5, or notice under section
28 22 486.704, subsection 3.
28 23 2. A dissociated partner is liable to the partnership for
28 24 any damage caused to the partnership arising from an
28 25 obligation incurred by the dissociated partner after
28 26 dissociation for which the partnership is liable under
28 27 subsection 1.
28 28 Sec. 35. NEW SECTION. 486.703 DISSOCIATED PARTNER'S
28 29 LIABILITY TO OTHER PERSONS.
28 30 1. A partner's dissociation does not of itself discharge
28 31 the partner's liability for a partnership obligation incurred
28 32 before dissociation. A dissociated partner is not liable for
28 33 a partnership obligation incurred after dissociation, except
28 34 as otherwise provided in subsection 2.
28 35 2. A partner who dissociates without resulting in a
29 1 dissolution and winding up of the partnership business is
29 2 liable as a partner to the other party in a transaction
29 3 entered into by the partnership, or a surviving partnership
29 4 under article 9, within two years after the partner's
29 5 dissociation, only if at the time of entering into the
29 6 transaction all of the following apply:
29 7 a. The other party reasonably believed that the
29 8 dissociated partner was then a partner.
29 9 b. The other party did not have notice of the partner's
29 10 dissociation.
29 11 c. The other party is not deemed to have had knowledge
29 12 under section 486.303, subsection 5, or notice under section
29 13 486.704, subsection 3.
29 14 3. By agreement with the partnership creditor and the
29 15 partners continuing the business, a dissociated partner may be
29 16 released from liability for a partnership obligation.
29 17 4. A dissociated partner is released from liability for a
29 18 partnership obligation if a partnership creditor, with notice
29 19 of the partner's dissociation but without the partner's
29 20 consent, agrees to a material alteration in the nature or time
29 21 of payment of a partnership obligation.
29 22 Sec. 36. NEW SECTION. 486.704 STATEMENT OF DISSOCIATION.
29 23 1. A dissociated partner or the partnership may file a
29 24 statement of dissociation stating the name of the partnership
29 25 and that the partner is dissociated from the partnership.
29 26 2. A statement of dissociation is a limitation on the
29 27 authority of a dissociated partner for the purposes of section
29 28 486.303, subsections 4 and 5.
29 29 3. For the purposes of sections 486.702, subsection 1,
29 30 paragraph "c", and 486.703, subsection 2, paragraph "c", a
29 31 person not a partner is deemed to have notice of the
29 32 dissociation ninety days after the statement of dissociation
29 33 is filed.
29 34 Sec. 37. NEW SECTION. 486.705 CONTINUED USE OF
29 35 PARTNERSHIP NAME.
30 1 Continued use of a partnership name, or a dissociated
30 2 partner's name as part thereof, by partners continuing the
30 3 business does not of itself make the dissociated partner
30 4 liable for an obligation of the partners or the partnership
30 5 continuing the business.
30 6 ARTICLE 8
30 7 WINDING UP PARTNERSHIP BUSINESS
30 8 Sec. 38. NEW SECTION. 486.801 EVENTS CAUSING DISSOLUTION
30 9 AND WINDING UP OF PARTNERSHIP BUSINESS.
30 10 A partnership is dissolved, and its business must be wound
30 11 up, only upon the occurrence of any of the following events:
30 12 1. In a partnership at will, the partnership's having
30 13 notice from a partner, other than a partner who is dissociated
30 14 under section 486.601, subsections 2 through 10, of that
30 15 partner's express will to withdraw as a partner, or on a later
30 16 date specified by the partner.
30 17 2. In a partnership for a definite term or particular
30 18 undertaking if any of the following occur or are present:
30 19 a. The expiration of ninety days after a partner's
30 20 dissociation by death or otherwise under section 486.601,
30 21 subsections 6 through 10, or wrongful dissociation under
30 22 section 486.602, subsection 2, unless before that time a
30 23 majority in interest of the remaining partners, including
30 24 partners who have rightfully dissociated pursuant to section
30 25 486.602, subsection 2, paragraph "b", subparagraph (1), agree
30 26 to continue the partnership.
30 27 b. The express will of all of the partners to wind up the
30 28 partnership business.
30 29 c. The expiration of the term or the completion of the
30 30 undertaking.
30 31 3. An event agreed to in the partnership agreement
30 32 resulting in the winding up of the partnership business.
30 33 4. An event that makes it unlawful for all or
30 34 substantially all of the business of the partnership to be
30 35 continued, but a cure of illegality within ninety days after
31 1 notice to the partnership of the event is effective
31 2 retroactively to the date of the event for purposes of this
31 3 section.
31 4 5. On application by a partner, a judicial determination
31 5 that concludes any of the following:
31 6 a. The economic purpose of the partnership is likely to be
31 7 unreasonably frustrated.
31 8 b. Another partner has engaged in conduct relating to the
31 9 partnership business which makes it not reasonably practicable
31 10 to carry on the business in partnership with that partner.
31 11 c. It is not otherwise reasonably practicable to carry on
31 12 the partnership business in conformity with the partnership
31 13 agreement.
31 14 6. On application by a transferee of a partner's
31 15 transferable interest, a judicial determination that it is
31 16 equitable to wind up the partnership business at any of the
31 17 following times:
31 18 a. After the expiration of the term or completion of the
31 19 undertaking, if the partnership was for a definite term or
31 20 particular undertaking at the time of the transfer or entry of
31 21 the charging order that gave rise to the transfer.
31 22 b. At any time, if the partnership was a partnership at
31 23 will at the time of the transfer or entry of the charging
31 24 order that gave rise to the transfer.
31 25 Sec. 39. NEW SECTION. 486.802 PARTNERSHIP CONTINUES
31 26 AFTER DISSOLUTION.
31 27 1. Subject to subsection 2, a partnership continues after
31 28 dissolution only for the purpose of winding up its business.
31 29 The partnership is terminated when the winding up of its
31 30 business is completed.
31 31 2. At any time after the dissolution of a partnership and
31 32 before the winding up of its business is completed, all of the
31 33 partners, including any dissociating partner other than a
31 34 wrongfully dissociating partner, may waive the right to have
31 35 the partnership's business wound up and the partnership
32 1 terminated. In that event all of the following apply:
32 2 a. The partnership resumes carrying on its business as if
32 3 dissolution had never occurred, and any liability incurred by
32 4 the partnership or a partner after the dissolution and before
32 5 the waiver is determined as if dissolution had never occurred.
32 6 b. The rights of a third party accruing under section
32 7 486.804, subsection 1, or arising out of conduct in reliance
32 8 on the dissolution before the third party knew or received a
32 9 notification of the waiver shall not be adversely affected.
32 10 Sec. 40. NEW SECTION. 486.803 RIGHT TO WIND UP
32 11 PARTNERSHIP BUSINESS.
32 12 1. After dissolution, a partner who has not wrongfully
32 13 dissociated may participate in winding up the partnership's
32 14 business, but on application of any partner, partner's legal
32 15 representative, or transferee, the court, for good cause
32 16 shown, may order judicial supervision of the winding up.
32 17 2. The legal representative of the last surviving partner
32 18 may wind up a partnership's business.
32 19 3. A person winding up a partnership's business may
32 20 preserve the partnership business or property as a going
32 21 concern for a reasonable time, prosecute and defend actions
32 22 and proceedings, whether civil, criminal, or administrative,
32 23 settle and close the partnership's business, dispose of and
32 24 transfer the partnership's property, discharge the
32 25 partnership's liabilities, distribute the assets of the
32 26 partnership pursuant to section 486.807, settle disputes by
32 27 mediation or arbitration, and perform other necessary acts.
32 28 Sec. 41. NEW SECTION. 486.804 PARTNER'S POWER TO BIND
32 29 PARTNERSHIP AFTER DISSOLUTION.
32 30 Subject to section 486.805, a partnership is bound by a
32 31 partner's act after dissolution that meets any of the
32 32 following criteria:
32 33 1. Is appropriate for winding up the partnership business.
32 34 2. Would have bound the partnership under section 486.301
32 35 before dissolution, if the other party to the transaction did
33 1 not have notice of the dissolution.
33 2 Sec. 42. NEW SECTION. 486.805 STATEMENT OF DISSOLUTION.
33 3 1. After dissolution, a partner who has not wrongfully
33 4 dissociated may file a statement of dissolution stating the
33 5 name of the partnership and that the partnership has dissolved
33 6 and is winding up its business.
33 7 2. A statement of dissolution cancels a filed statement of
33 8 partnership authority for the purposes of section 486.303,
33 9 subsection 4, and is a limitation on authority for the
33 10 purposes of section 486.303, subsection 5.
33 11 3. For the purposes of sections 486.301 and 486.804, a
33 12 person not a partner is deemed to have notice of the
33 13 dissolution and the limitation on the partners' authority as a
33 14 result of the statement of dissolution ninety days after it is
33 15 filed.
33 16 4. After filing and, if appropriate, recording a statement
33 17 of dissolution, a dissolved partnership may file and, if
33 18 appropriate, record a statement of partnership authority which
33 19 will operate with respect to a person not a partner as
33 20 provided in section 486.303, subsections 4 and 5, in any
33 21 transaction, whether or not the transaction is appropriate for
33 22 winding up the partnership business.
33 23 Sec. 43. NEW SECTION. 486.806 PARTNER'S LIABILITY TO
33 24 OTHER PARTNERS AFTER DISSOLUTION.
33 25 1. Except as otherwise provided in subsection 2, after
33 26 dissolution a partner is liable to the other partners for the
33 27 partner's share of any partnership liability incurred under
33 28 section 486.804.
33 29 2. A partner who, with knowledge of the dissolution,
33 30 incurs a partnership liability under section 486.804,
33 31 subsection 2, by an act that is not appropriate for winding up
33 32 the partnership business is liable to the partnership for any
33 33 damage caused to the partnership arising from the liability.
33 34 Sec. 44. NEW SECTION. 486.807 SETTLEMENT OF ACCOUNTS AND
33 35 CONTRIBUTIONS AMONG PARTNERS.
34 1 1. In winding up a partnership's business, the assets of
34 2 the partnership, including the contributions of the partners
34 3 required by this section, must be applied to discharge its
34 4 obligations to creditors, including, to the extent permitted
34 5 by law, partners who are creditors. Any surplus must be
34 6 applied to pay in cash the net amount distributable to
34 7 partners in accordance with their right to distributions under
34 8 subsection 2.
34 9 2. Each partner is entitled to a settlement of all
34 10 partnership accounts upon winding up the partnership business.
34 11 In settling accounts among the partners, the profits and
34 12 losses that result from the liquidation of the partnership
34 13 assets must be credited and charged to the partners' accounts.
34 14 The partnership shall make a distribution to a partner in an
34 15 amount equal to any excess of the credits over the charges in
34 16 the partner's account. A partner shall contribute to the
34 17 partnership an amount equal to any excess of the charges over
34 18 the credits in the partner's account.
34 19 3. If a partner fails to contribute, all of the other
34 20 partners shall contribute, in the proportions in which those
34 21 partners share partnership losses, the additional amount
34 22 necessary to satisfy the partnership obligations. A partner
34 23 or partner's legal representative may recover from the other
34 24 partners any contributions the partner makes to the extent the
34 25 amount contributed exceeds that partner's share of the
34 26 partnership obligations.
34 27 4. After the settlement of accounts, each partner shall
34 28 contribute, in the proportion in which the partner shares
34 29 partnership losses, the amount necessary to satisfy
34 30 partnership obligations that were not known at the time of the
34 31 settlement.
34 32 5. The estate of a deceased partner is liable for the
34 33 partner's obligation to contribute to the partnership.
34 34 6. An assignee for the benefit of creditors of a
34 35 partnership or a partner, or a person appointed by a court to
35 1 represent creditors of a partnership or a partner, may enforce
35 2 a partner's obligation to contribute to the partnership.
35 3 ARTICLE 9
35 4 CONVERSIONS AND MERGERS
35 5 Sec. 45. NEW SECTION. 486.901 DEFINITIONS.
35 6 In this article:
35 7 1. "General partner" means a partner in a partnership and
35 8 a general partner in a limited partnership.
35 9 2. "Limited partner" means a limited partner in a limited
35 10 partnership.
35 11 3. "Limited partnership" means a limited partnership
35 12 created under chapter 487, predecessor law, or comparable law
35 13 of another jurisdiction.
35 14 4. "Partner" includes both a general partner and a limited
35 15 partner.
35 16 Sec. 46. NEW SECTION. 486.902 CONVERSION OF PARTNERSHIP
35 17 TO LIMITED PARTNERSHIP.
35 18 1. A partnership may be converted to a limited partnership
35 19 pursuant to this section.
35 20 2. The terms and conditions of a conversion of a
35 21 partnership to a limited partnership must be approved by all
35 22 of the partners or by a number or percentage specified for
35 23 conversion in the partnership agreement.
35 24 3. After the conversion is approved by the partners, the
35 25 partnership shall file a certificate of limited partnership in
35 26 the jurisdiction in which the limited partnership is to be
35 27 formed. The certificate must include all of the following:
35 28 a. A statement that the partnership was converted to a
35 29 limited partnership from a partnership.
35 30 b. Its former name.
35 31 c. A statement of the number of votes cast by the partners
35 32 for and against the conversion and, if the vote is less than
35 33 unanimous, the number or percentage required to approve the
35 34 conversion under the partnership agreement.
35 35 4. The conversion takes effect when the certificate of
36 1 limited partnership is filed or at any later date specified in
36 2 the certificate.
36 3 5. A general partner who becomes a limited partner as a
36 4 result of the conversion remains liable as a general partner
36 5 for an obligation incurred by the partnership before the
36 6 conversion takes effect. If the other party to a transaction
36 7 with the limited partnership reasonably believes when entering
36 8 the transaction that the limited partner is a general partner,
36 9 the limited partner is liable for an obligation incurred by
36 10 the limited partnership within ninety days after the
36 11 conversion takes effect. The limited partner's liability for
36 12 all other obligations of the limited partnership incurred
36 13 after the conversion takes effect is that of a limited partner
36 14 as provided in chapter 487.
36 15 Sec. 47. NEW SECTION. 486.903 CONVERSION OF LIMITED
36 16 PARTNERSHIP TO PARTNERSHIP.
36 17 1. A limited partnership may be converted to a partnership
36 18 pursuant to this section.
36 19 2. Notwithstanding a provision to the contrary in a
36 20 limited partnership agreement, the terms and conditions of a
36 21 conversion of a limited partnership to a partnership must be
36 22 approved by all of the partners.
36 23 3. After the conversion is approved by the partners, the
36 24 limited partnership shall cancel its certificate of limited
36 25 partnership.
36 26 4. The conversion takes effect when the certificate of
36 27 limited partnership is canceled.
36 28 5. A limited partner who becomes a general partner as a
36 29 result of the conversion remains liable only as a limited
36 30 partner for an obligation incurred by the limited partnership
36 31 before the conversion takes effect. The partner is liable as
36 32 a general partner for an obligation of the partnership
36 33 incurred after the conversion takes effect.
36 34 Sec. 48. NEW SECTION. 486.904 EFFECT OF CONVERSION –
36 35 ENTITY UNCHANGED.
37 1 1. A partnership or limited partnership that has been
37 2 converted pursuant to this article is for all purposes the
37 3 same entity that existed before the conversion.
37 4 2. When a conversion takes effect all of the following
37 5 apply:
37 6 a. All property owned by the converting partnership or
37 7 limited partnership remains vested in the converted entity.
37 8 b. All obligations of the converting partnership or
37 9 limited partnership continue as obligations of the converted
37 10 entity.
37 11 c. An action or proceeding pending against the converting
37 12 partnership or limited partnership may be continued as if the
37 13 conversion had not occurred.
37 14 Sec. 49. NEW SECTION. 486.905 MERGER OF PARTNERSHIPS.
37 15 1. Pursuant to a plan of merger approved as provided in
37 16 subsection 3, a partnership may be merged with one or more
37 17 partnerships or limited partnerships.
37 18 2. The plan of merger must set forth all of the following:
37 19 a. The name of each partnership or limited partnership
37 20 that is a party to the merger.
37 21 b. The name of the surviving entity into which the other
37 22 partnerships or limited partnerships will merge.
37 23 c. Whether the surviving entity is a partnership or a
37 24 limited partnership and the status of each partner.
37 25 d. The terms and conditions of the merger.
37 26 e. The manner and basis of converting the interests of
37 27 each party to the merger into interests or obligations of the
37 28 surviving entity, or into money or other property in whole or
37 29 part.
37 30 f. The street address of the surviving entity's chief
37 31 executive office.
37 32 3. The plan of merger must be approved as follows:
37 33 a. In the case of a partnership that is a party to the
37 34 merger, by all of the partners, or a number or percentage
37 35 specified for merger in the partnership agreement.
38 1 b. In the case of a limited partnership that is a party to
38 2 the merger, by the vote required for approval of a merger by
38 3 the law of the state or foreign jurisdiction in which the
38 4 limited partnership is organized and, in the absence of such a
38 5 specifically applicable law, by all of the partners,
38 6 notwithstanding a provision to the contrary in the partnership
38 7 agreement.
38 8 4. After a plan of merger is approved and before the
38 9 merger takes effect, the plan may be amended or abandoned as
38 10 provided in the plan.
38 11 5. The merger takes effect on the later of any of the
38 12 following:
38 13 a. The approval of the plan of merger by all parties to
38 14 the merger, as provided in subsection 3.
38 15 b. The filing of all documents required by law to be filed
38 16 as a condition to the effectiveness of the merger.
38 17 c. Any effective date specified in the plan of merger.
38 18 Sec. 50. NEW SECTION. 486.906 EFFECT OF MERGER.
38 19 1. When a merger takes effect all of the following apply:
38 20 a. The separate existence of every partnership or limited
38 21 partnership that is a party to the merger, other than the
38 22 surviving entity, ceases.
38 23 b. All property owned by each of the merged partnerships
38 24 or limited partnerships vests in the surviving entity.
38 25 c. All obligations of every partnership or limited
38 26 partnership that is a party to the merger become the
38 27 obligations of the surviving entity.
38 28 d. An action or proceeding pending against a partnership
38 29 or limited partnership that is a party to the merger may be
38 30 continued as if the merger had not occurred, or the surviving
38 31 entity may be substituted as a party to the action or
38 32 proceeding.
38 33 2. The secretary of state of this state is the agent for
38 34 service of process in an action or proceeding against a
38 35 surviving foreign partnership or limited partnership to
39 1 enforce an obligation of a domestic partnership or limited
39 2 partnership that is a party to a merger. The surviving entity
39 3 shall promptly notify the secretary of state of the mailing
39 4 address of its chief executive office and of any change of
39 5 address. Upon receipt of process, the secretary of state
39 6 shall mail a copy of the process to the surviving foreign
39 7 partnership or limited partnership.
39 8 3. A partner of the surviving partnership or limited
39 9 partnership is liable for all of the following:
39 10 a. All obligations of a party to the merger for which the
39 11 partner was personally liable before the merger.
39 12 b. All other obligations of the surviving entity incurred
39 13 before the merger by a party to the merger, but those
39 14 obligations may be satisfied only out of property of the
39 15 entity.
39 16 c. All obligations of the surviving entity incurred after
39 17 the merger takes effect, but those obligations may be
39 18 satisfied only out of property of the entity if the partner is
39 19 a limited partner.
39 20 4. If the obligations incurred before the merger by a
39 21 party to the merger are not satisfied out of the property of
39 22 the surviving partnership or limited partnership, the general
39 23 partners of that party immediately before the effective date
39 24 of the merger shall contribute the amount necessary to satisfy
39 25 that party's obligations to the surviving entity, in the
39 26 manner provided in section 486.807 or in chapter 487 or under
39 27 the law of the jurisdiction in which the party was formed, as
39 28 the case may be, as if the merged party were dissolved.
39 29 5. A partner of a party to a merger who does not become a
39 30 partner of the surviving partnership or limited partnership is
39 31 dissociated from the entity, of which that partner was a
39 32 partner, as of the date the merger takes effect. The
39 33 surviving entity shall cause the partner's interest in the
39 34 entity to be purchased under section 486.701 or another
39 35 statute specifically applicable to that partner's interest
40 1 with respect to a merger. The surviving entity is bound under
40 2 section 486.702 by an act of a general partner dissociated
40 3 under this subsection, and the partner is liable under section
40 4 486.703 for transactions entered into by the surviving entity
40 5 after the merger takes effect.
40 6 Sec. 51. NEW SECTION. 486.907 STATEMENT OF MERGER.
40 7 1. After a merger, the surviving partnership or limited
40 8 partnership may file a statement that one or more partnerships
40 9 or limited partnerships have merged into the surviving entity.
40 10 2. A statement of merger must contain all of the
40 11 following:
40 12 a. The name of each partnership or limited partnership
40 13 that is a party to the merger.
40 14 b. The name of the surviving entity into which the other
40 15 partnerships or limited partnership were merged.
40 16 c. The street address of the surviving entity's chief
40 17 executive office and of an office in this state, if any.
40 18 d. Whether the surviving entity is a partnership or a
40 19 limited partnership.
40 20 3. Except as otherwise provided in subsection 4, for the
40 21 purposes of section 486.302, property of the surviving
40 22 partnership or limited partnership which before the merger was
40 23 held in the name of another party to the merger is property
40 24 held in the name of the surviving entity upon filing a
40 25 statement of merger.
40 26 4. For the purposes of section 486.302, real property of
40 27 the surviving partnership or limited partnership which before
40 28 the merger was held in the name of another party to the merger
40 29 is property held in the name of the surviving entity upon
40 30 recording a certified copy of the statement of merger in the
40 31 office for recording transfers of that real property.
40 32 5. A filed and, if appropriate, recorded statement of
40 33 merger, executed and declared to be accurate pursuant to
40 34 section 486.105, subsection 3, stating the name of a
40 35 partnership or limited partnership that is a party to the
41 1 merger in whose name property was held before the merger and
41 2 the name of the surviving entity, but not containing all of
41 3 the other information required by subsection 2, operates with
41 4 respect to the partnerships or limited partnerships named to
41 5 the extent provided in subsections 3 and 4.
41 6 Sec. 52. NEW SECTION. 486.908 NONEXCLUSIVE.
41 7 This article is not exclusive. Partnerships or limited
41 8 partnerships may be converted or merged in any other manner
41 9 provided by law.
41 10 ARTICLE 10
41 11 MISCELLANEOUS PROVISIONS
41 12 Sec. 53. NEW SECTION. 486.1001 UNIFORMITY OF APPLICATION
41 13 AND CONSTRUCTION.
41 14 This chapter shall be applied and construed to effectuate
41 15 its general purpose to make uniform the law with respect to
41 16 the subject of this chapter among states enacting it.
41 17 Sec. 54. NEW SECTION. 486.1002 SHORT TITLE.
41 18 This chapter may be cited as the "Uniform Partnership Act
41 19 (1994)".
41 20 Sec. 55. NEW SECTION. 486.1003 SEVERABILITY CLAUSE.
41 21 If any provision of this chapter or its application to any
41 22 person or circumstance is held invalid, the invalidity does
41 23 not affect other provisions or applications of this chapter
41 24 which can be given effect without the invalid provision or
41 25 application, and to this end the provisions of this chapter
41 26 are severable.
41 27 Sec. 56. EFFECTIVE DATE. This Act takes effect July 1,
41 28 1996.
41 29 Sec. 57. SAVINGS CLAUSE. This Act does not affect an
41 30 action or proceeding commenced or right accrued before this
41 31 Act takes effect.
41 32 Sec. 58. REPEAL. Chapter 486, Code 1995, is repealed
41 33 effective July 1, 1996.
41 34 EXPLANATION
41 35 This bill rewrites chapter 486 relating to partnerships in
42 1 conformance with a draft prepared by the national conference
42 2 of commissioners on uniform state laws.
42 3 Article 1 includes general provisions including
42 4 definitions, the effect of a partnership agreement, the law
42 5 governing internal relations, and other general provisions.
42 6 Article 2 relates to the nature of the partnership and
42 7 includes provisions relating to the partnership as an entity,
42 8 the formation of the partnership, partnership property, and
42 9 when property is property of the partnership.
42 10 Article 3 relates to the relations of partners to persons
42 11 dealing with the partnership and includes provisions relating
42 12 to a partner as agent of the partnership, transfer of
42 13 partnership property, statement of partnership authority,
42 14 statement of denial, liability of a partnership for a
42 15 partner's actionable conduct, liability of a partner, legal
42 16 actions by and against the partnership and partners, and the
42 17 liability of a purported partner.
42 18 Article 4 relates to the relations of the partners to each
42 19 other and to the partnership and includes provisions relating
42 20 to a partner's rights and duties, distributions in kind, the
42 21 partner's rights and duties with respect to information,
42 22 general standards of a partner's conduct, actions by the
42 23 partnership and partners, and the continuation of the
42 24 partnership beyond a definite term or particular undertaking.
42 25 Article 5 relates to transferees and creditors of a partner
42 26 and includes provisions relating to partnership property and
42 27 providing that a partner is not a co-owner of partnership
42 28 property, a partner's transferable interest in a partnership,
42 29 the transfer of a partner's transferable interest, and a
42 30 partner's transferable interest being subject to a charging
42 31 order.
42 32 Article 6 relates to a partner's dissociation with the
42 33 partnership and includes provisions relating to events causing
42 34 a partner's dissociation, a partner's power to dissociate and
42 35 wrongful dissociation, and the effect of a partner's
43 1 dissociation.
43 2 Article 7 relates to a partner's dissociation with the
43 3 partnership when the business of the partnership is not wound
43 4 up, and includes provisions relating to the purchase of the
43 5 dissociated partner's interest, the dissociated partner's
43 6 power to bind the partnership, the dissociated partner's
43 7 liability to other persons, the statement of dissociation, and
43 8 the continued use of the partnership name by the partners
43 9 continuing the business.
43 10 Article 8 relates to the winding up of the partnership
43 11 business and includes provisions relating to events causing
43 12 dissolution and winding up of partnership business,
43 13 continuation of the partnership after dissolution, the right
43 14 to wind up partnership business, a partner's power to bind the
43 15 partnership after dissolution, statement of dissolution, a
43 16 partner's liability to the other partners after dissolution,
43 17 and the settlement of accounts and contributions among the
43 18 partners.
43 19 Article 9 relates to conversions and mergers involving a
43 20 partnership and includes provisions relating to the conversion
43 21 of a partnership to a limited partnership, the conversion of a
43 22 limited partnership to a partnership, the effect of a
43 23 conversion, the merger of partnerships, the effect of a
43 24 merger, and the statement of merger.
43 25 Article 10 includes miscellaneous provisions including the
43 26 uniformity of application and construction provision, the
43 27 title of the Act, and a severability clause provision.
43 28 The bill includes an effective date provision, a savings
43 29 clause provision, and the repeal of existing chapter 486.
43 30 The bill takes effect July 1, 1996.
43 31 LSB 3278XL 76
43 32 mj/jw/5
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