(a) A person knows a fact if the person has knowledge of it.
(b) A person has notice of a fact if the person:
(i) Knows of it;
(ii) Has received a notice of it; or
(iii) Has reason to know it exists from all of the facts known to that person at the time in question.
(c) A person notifies or gives a notice to another by taking steps reasonably required to inform the other person in the ordinary course of business, whether or not the other person learns of it.
(d) A person is notified or receives a notice of a fact when:
(i) The existence of the fact comes to the person's attention; or
(ii) The notice is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(e) Except as provided in subsection (f) of this section, notice received by a person who is not an individual, including a partnership, is effective for a particular transaction when the notice is brought to the attention of the individual conducting the transaction, or in any event when the notice would have been brought to that individual's attention if the person had exercised due diligence. Such a person exercises due diligence if he maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(f) Receipt of notice by a partner of a matter relating to the partnership is effective immediately as notice to the partnership, but is not effective in the case of fraud on the partnership committed by or with the consent of the partner who received the notice.
17-21-103. Effect of partnership agreement; nonwaivable provisions.
(a) Except as provided in subsection (b) of this section, a partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(b) A partnership agreement may not:
(i) Vary the rights and duties under W.S. 17-21-105 except to eliminate the duty to provide copies of statements to all the partners;
(ii) Unreasonably restrict a partner's right of access to books and records under W.S. 17-21-403(b);
(iii) Eliminate the duty of loyalty under W.S. 17-21-404(b);
(iv) Unreasonably reduce the duty of care under W.S. 17-21-404(d);
(v) Eliminate the obligation of good faith and fair dealing under W.S. 17-21-404(e);
(vi) Vary the power to withdraw as a partner under W.S. 17-21-601(a)(i), except to require the notice to be in writing;
(vii) Vary the right to expulsion of a partner by a court in the events specified in W.S. 17-21-601(a)(v);
(viii) Vary the requirement to wind up the partnership business in cases specified in W.S. 17-21-801(a)(iv), (v) or (vi); or
(ix) Restrict rights of third parties under this chapter.
(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in W.S. 1-16-102.
17-21-105. Execution, filing, and recording of statements.
(a) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state. If a statement of partnership authority is filed with the secretary of state under W.S. 17-21-303, all statements provided for under this chapter subsequent to the filing of this statement shall be filed with the secretary of state in accordance with this chapter. If the secretary of state refuses to file a statement, the secretary of state shall return it to a partner or representative within fifteen (15) days after the document was delivered, together with a brief, written explanation of the reason for the refusal.
(b) A certified copy of a statement that has been filed in the office of the secretary of state that is recorded in the office for recording transfers of real property shall have the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the secretary of state shall not have the effect provided for recorded statements in this chapter.
(c) A statement filed by a partnership must be executed by at least two (2) partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement must personally declare under penalty of perjury that the contents of the statement are accurate.
(d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement and states the substance of the amendment or cancellation.
(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
(f) The secretary of state shall collect a fee of ten dollars ($10.00) for filing or providing a certified copy of a statement. The appropriate county clerk shall collect a fee of ten dollars ($10.00) for recording a statement.
Except as provided in W.S. 17-21-1104, the laws of the state or other jurisdiction in which a partnership has its chief executive office govern the partnership's internal affairs.
The secretary of state has the power reasonably necessary to perform the duties required of him by this chapter. The secretary of state shall promulgate reasonable forms, rules and regulations necessary to carry out the purposes of this chapter.
(a) Except as provided in subsection (b) of this section, the association of two (2) or more persons to carry on as co-owners of a business for profit creates a partnership, whether or not the persons intend to create a partnership.
(b) An association created under a statute other than this chapter, any predecessor law or comparable law of another jurisdiction is not a partnership.
(c) In determining whether a partnership is created, the following rules apply:
(i) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property;
(ii) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived;
(iii) The receipt by a person of a share of the profits of a business is prima facie evidence that the person is a partner in the business, but that inference may not be drawn if the profits were received in payment:
(A) Of a debt by installments or otherwise;
(B) For services as an independent contractor or of wages or other compensation to an employee;
(C) Of rent;
(D) Of an annuity or other retirement or health benefit to a beneficiary, representative or designee of a deceased or retired partner;
(E) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral or rights to income, proceeds or increase in value derived from the collateral; or
(F) Of consideration for the sale of the goodwill of a business or other property by installments or otherwise.
(d) Except as provided by W.S. 17-21-308, persons who are not partners as to each other are not partners as to other persons.
(e) A partnership created under this chapter is a general partnership and the partners are general partners of the partnership.
(a) Property is partnership property if acquired:
(i) In the name of the partnership; or
(ii) In the name of one (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership, but without an indication of the name of the partnership.
(b) Property is acquired in the name of the partnership by a transfer to:
(i) The partnership in its name; or
(ii) One (1) or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
(d) Property acquired in the name of one (1) or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property even if used for partnership purposes.
(a) Subject to the effect of a statement of partnership authority pursuant to W.S. 17-21-303:
(i) Each partner is an agent of the partnership for the purpose of its business. Any act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the usual way the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner has no authority to act for the partnership in the particular matter and the person with whom the partner is dealing knows or has received a notice that the partner lacks authority;
(ii) An act of a partner which is not apparently for carrying on in the usual way the partnership business or business of the kind carried on by the partnership does not bind the partnership unless authorized by the other partners.
(a) Subject to the effect of a statement of partnership authority pursuant to W.S. 17-21-303:
(i) Partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by any partner in the partnership name;
(ii) Partnership property held in the name of one (1) or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held;
(iii) A partnership may recover property transferred under this subsection if it proves that execution of the instrument of transfer did not bind the partnership under W.S. 17-21-301, unless the property was transferred by the initial transferee or a person claiming through the initial transferee to a subsequent transferee who gave value without having notice that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(b) Partnership property held in the name of one (1) or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred free of any claims of the partnership or the partners by the persons in whose name the property is held to a transferee who gives value without having notice that it is partnership property.
(c) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. That person may execute documents in the name of the partnership to evidence vesting of the property in that person and may file or record those documents.
(a) A partnership may file a statement of partnership authority, which:
(i) Shall include:
(A) The name of the partnership;
(B) The street address of its chief executive office and of an office in this state, if any;
(C) The names and mailing addresses of all the partners or of an agent appointed and maintained by the partnership for the purpose of subsection (b) of this section; and
(D) A statement specifying the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership.
(ii) May include a statement of the authority, or of limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.
(b) If a statement of partnership authority names an agent, the agent shall maintain a list of the names and mailing addresses of all of the partners and make it available to any person on request for good cause shown.
(c) If a filed statement of partnership authority is executed pursuant to W.S. 17-21-105(c) and states the name of the partnership but does not contain all of the other information required by subsection (a) of this section, the statement nevertheless operates with respect to a person not a partner as provided in subsections (d) and (e) of this section.
(d) Except as provided in subsection (g) of this section, a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:
(i) Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive, in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority;
(ii) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of that real property is conclusive, in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then recorded in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.
(e) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is recorded in the office for recording transfers of that real property.
(f) Except as provided in subsections (d) and (e) of this section and W.S. 17-21-704 and 17-21-806, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.
(g) Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law five (5) years after the date on which the statement or the most recent amendment was filed with the secretary of state.
A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to W.S. 17-21-303(b) may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority to the extent provided in W.S. 17-21-303(d) and (e).
17-21-305. Partnership liable for partner's actionable conduct.
(a) A partnership is liable for loss or injury caused to a person or for a penalty incurred as a result of a wrongful act or omission or other actionable conduct of a partner acting in the ordinary course of business of the partnership or with the authority of the partnership.
(b) If in the course of its business, a partnership receives money or property of a person not a partner which is misapplied by a partner while it is in the custody of the partnership, the partnership is liable for the loss.
(a) Except as provided in subsection (b) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(b) Except as provided by subsections (c) and (d) of this section, a partner of a registered limited liability partnership is not liable, directly or indirectly (including by way of indemnification, contribution, assessment or otherwise), for any debts, obligations or liabilities of, or chargeable to, the registered limited liability partnership or another partner or partners, whether arising in tort, contract or otherwise, solely by reason of being such a partner or acting (or omitting to act) in such capacity or otherwise participating (as an employee, consultant, contractor or otherwise) in the conduct of the other business or activities of the registered limited liability partnership, while the partnership is a registered limited liability partnership.
(c) Subsection (b) of this section shall not affect the liability of a partner in a registered limited liability partnership for the partner's own negligent or wrongful act or misconduct, or that of any person under the partner's direct supervision and control.
(d) Notwithstanding the provisions of subsection (b) of this section, all or specified partners of a registered limited liability partnership may be liable in their capacity as partners for all or specified debts, obligations or liabilities of a registered limited liability partnership to the extent at least a majority of the partners shall have agreed unless otherwise provided in any agreement between the partners. Any such agreement may be modified or revoked to the extent at least a majority of the partners shall have agreed, unless otherwise provided in any agreement between the partners, provided, however, that:
(i) Any such modification or revocation shall not affect the liability of a partner for any debts, obligations or liabilities of a registered limited liability partnership incurred, created or assumed by the registered limited liability partnership prior to the modification or revocation; and
(ii) A partner shall be liable for debts, obligations and liabilities of the registered limited liability partnership incurred, created or assumed after such modification or revocation only in accordance with this article and, if the agreement is further modified, the agreement as so further modified but only to the extent not inconsistent with subsection
(c) of this section.
(e) Nothing in this section shall in any way affect or impair the ability of a partner to act as a guarantor or surety for, provide collateral for, or otherwise be liable for, the debts, obligations or liabilities of a registered limited liability partnership.
(f) Subsection (b) of this section shall not affect the liability of a registered limited liability partnership out of partnership assets for partnership debts, obligations and liabilities.
(g) A partner in a registered limited liability partnership is not a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover any debts, obligations, or liabilities of, or chargeable to, the partnership, unless the partner is personally liable under subsection (c) or (d) of this section.
17-21-307. Actions by and against partnership and partners.
(a) A partnership may sue and be sued in the name of the partnership.
(b) An action may be brought against the partnership and any or all of the partners who are personally liable for obligations of the partnership under W.S. 17-21-306 in the same action or in separate actions.
(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is a judgment against the partner.
(d) A judgment creditor of a partner may not levy execution against the assets of a partner to satisfy a judgment based on a claim against the partnership unless:
(i) The partner is personally liable for the liability of the partnership under W.S. 17-21-306; and
(ii) One (1) of the following conditions is satisfied:
(A) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(B) An involuntary case under title 11 of the United States Code has been commenced against the partnership and has not been dismissed within sixty (60) days after commencement or the partnership has commenced a voluntary case under title 11 of the United States Code and the case has not been dismissed;
(C) The partner has agreed that the creditor need not exhaust partnership assets;
(D) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(E) Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under W.S. 17-21-308(a) or (b).
(a) If a person, by words or conduct, purports to be a partner or consents to being represented by another as a partner, in a partnership or with one (1) or more persons not partners, the purported partner is liable to a person to whom the representation is made:
(i) If that person, relying on the representation, enters into a transaction with the actual or purported partnership; and
(ii) If the purported partner would have been personally liable for obligations of the partnership under W.S. 17-21-306 if he actually had been a partner.
(b) Subject to subsection (a) of this section if the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable as if the purported partner were a partner. If no partnership liability results, the purported partner is liable jointly and severally with any other person consenting to the representation.
(c) If a person is thus represented to be a partner in an existing partnership or with one (1) or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable as provided in W.S. 17-21-306 as if the person actually had been a partner.
(d) A person is not a partner in a partnership solely because the person is named by another in a statement of partnership authority.
(e) A person does not continue to be a partner solely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.
A person admitted as a partner into a partnership is liable for all obligations of the partnership arising before the person's admission as if the person had been a partner when the obligations were incurred, but this liability may be satisfied only out of partnership property.
(a) A partnership shall establish an account for each partner which shall be credited with an amount equal to the cash plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits. Each partner's account shall be charged with an amount equal to the cash plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses provided that the partner shall be personally liable on account of such charges only as provided in W.S. 17-21-807 and 17-21-808.
(b) A partnership shall credit each partner's account with an equal share of the partnership profits and shall charge each partner with a share of the partnership losses, whether capital or operating, as provided in W.S. 17-21-808, in proportion to the partner's share of the profits.
(c) A partnership shall indemnify each partner for payments reasonably made and liabilities reasonably incurred by the partner in the ordinary and proper conduct of the business of the partnership or for the preservation of its business or property, provided, however, that no other partner shall be required to make any payment to the partnership or any other partner, except as provided to the partnership or any other partner, except as provided in W.S. 17-21-807 and 17-21-808, including any payments attributable all or in part to partnership liabilities for indemnification.
(d) A partnership shall repay a partner who, in aid of the partnership, makes a payment or advance beyond the amount of capital the partner agreed to contribute.
(e) A payment made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section constitutes a loan to the partnership. Interest accrues from the date of the payment or advance.
(f) Each partner has equal rights in the management and conduct of the partnership business.
(g) A partner may use or possess partnership property only on behalf of the partnership.
(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(j) A person may become a partner only with the consent of all the partners.
(k) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all the partners.
(m) This section does not affect the obligations of a partnership to other persons under W.S. 17-21-301.
(a) A partnership shall keep its books and records, if any, at its chief executive office.
(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(c) Each partner and the partnership, on demand, shall furnish to a partner and the legal representative of a deceased partner or partner under legal disability, to the extent just and reasonable, complete and accurate information concerning the partnership.
17-21-404. General standards of partner's conduct.
(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in this section.
(b) A partner's duty of loyalty to the partnership and the other partners is limited to the following:
(i) To account to the partnership and hold as trustee for it any property, profit or benefit derived by the partner, without the consent of the other partners, in the conduct and winding up of the partnership business or from a use or appropriation by the partner of partnership property or opportunity;
(ii) To refrain from dealing with the partnership in the conduct or winding up of the partnership business, as or on behalf of a party having an interest adverse to the partnership without the consent of the other partners; and
(iii) To refrain from competing with the partnership in the conduct of the partnership business without the consent of the other partners before the dissolution of the partnership.
(c) A partner's duty of loyalty may not be eliminated by agreement, but the partners may by agreement identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable.
(d) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.
(e) A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement, and exercise any rights, consistent with the obligation of good faith and fair dealing. The obligation of good faith and fair dealing may not be eliminated by agreement but the partners may by agreement determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable.
(f) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest. A partner may lend money to and transact other business with the partnership. The rights and obligations of a partner who lends money to or transacts business with the partnership are the same as those of a person who is not a partner, subject to other applicable law.
(g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
A partner is liable to the partnership for a breach of the partnership agreement or for the violation of any duty to the partnership causing harm to the partnership.
(a) A partnership may maintain an action against a partner for a breach of the partnership agreement or for the violation of any duty to the partnership causing harm to the partnership.
(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, including an accounting as to partnership business, to:
(i) Enforce a right under the partnership agreement;
(ii) Enforce a right under this chapter, including:
(A) The partner's rights under W.S. 17-21-401, 17-21-403 and 17-21-404;
(B) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to W.S. 17-21-701 or enforce any other right under article 6 or 7 of this chapter; or
(C) The partner's right to compel a dissolution and winding up of the partnership business under W.S. 17-21-801 or enforce any other right under article 8 of this chapter.
(iii) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(c) The accrual of and any time limitation on a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
17-21-407. Continuation of partnership beyond definite term or particular undertaking.
(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(b) A continuation of the business by the partners or those of them who habitually acted in the business during the term or undertaking, without any settlement or liquidation of the partnership business, is prima facie evidence of an agreement that the business will not be wound up.
17-21-501. Partner's interest in partnership property not transferable.
A partner is not a co-owner of partnership property and has no interest that can be transferred, either voluntarily or involuntarily, in partnership property.
17-21-502. Partner's transferable interest in partnership.
(a) The only transferable interest of a partner in the partnership is the partner's interest in distributions. The interest is personal property.
(b) A transferee of a partner's transferable interest in the partnership has the right to cause a winding up of the partnership business as provided in W.S. 17-21-801(a)(vi).
17-21-503. Transfer of partner's transferable interest.
(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership:
(i) Is permissible;
(ii) Does not by itself cause a winding up of the partnership business; and
(iii) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning or an account of partnership transactions or to inspect or copy the partnership books or records.
(b) A transferee of a partner's transferable interest in the partnership is entitled to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.
(c) If an event causes a dissolution and winding up of the partnership business under W.S. 17-21-801, a transferee is entitled to receive, in accordance with the transfer, the net amount otherwise distributable to the transferor. In a dissolution and winding up, a transferee may require an accounting only from the date of the last account agreed to by all of the partners.
(d) Until receipt of notice of a transfer, a partnership has no duty to give effect to the transferee's rights under this section.
17-21-504. Partner's transferable interest subject to charging order.
(a) On application by a judgment creditor of a partner or partner's transferee, a court having jurisdiction may charge the transferable interest of the debtor partner or transferee to satisfy the judgment. The court may appoint a receiver of the debtor's share of the distributions due or to become due to the debtor in respect of the partnership and make all other orders, directions, accounts and inquiries the debtor might have made or which the circumstances of the case may require.
(b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time and upon conditions it considers appropriate. The purchaser at the foreclosure sale has the rights of a transferee.
(c) At any time before foreclosure, an interest charged may be redeemed:
(i) By the judgment debtor;
(ii) With property other than partnership property by one (1) or more of the other partners; or
(iii) With partnership property by one (1) or more of the other partners with the consent of all the partners whose interests are not so charged.
(d) This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.
(e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
(a) A partner is dissociated from a partnership upon:
(i) Receipt by the partnership of notice of the partner's express will to withdraw as a partner or upon any later date specified in the notice;
(ii) An event agreed to in the partnership agreement as causing the partner's dissociation;
(iii) The partner's expulsion pursuant to the partnership agreement;
(iv) The partner's expulsion by the unanimous vote of the other partners if:
(A) It is unlawful to carry on the partnership business with that partner;
(B) There has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes or a court order charging the partner's interest which has not been foreclosed;
(C) Within ninety (90) days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or
(D) A partnership that is a partner has been dissolved and its business is being wound up.
(v) On application by the partnership or another partner, the partner's expulsion by judicial decree because:
(A) The partner engaged in wrongful conduct that adversely and materially affected the partnership business;
(B) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under W.S. 17-21-404; or
(C) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner.
(vi) The partner's:
(A) Becoming a debtor in bankruptcy;
(B) Executing an assignment for the benefit of creditors;
(C) Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of that partner or of all or substantially all of that partner's property; or
(D) Failing within ninety (90) days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within ninety (90) days after the expiration of a stay to have the appointment vacated.
(vii) In the case of a partner who is an individual:
(A) The partner's death;
(B) The appointment of a guardian or general conservator for the partner; or
(C) A judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement.
(viii) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely the substitution of a successor trustee;
(ix) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely the substitution of a successor personal representative; or
(x) Termination of a partner who is not an individual, partnership, corporation, trust or estate.
(a) A partner's dissociation is wrongful only if:
(i) It is in breach of an express provision of the partnership agreement; or
(ii) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:
(A) The partner withdraws by express will, unless the withdrawal follows the dissociation of another partner and results in a right to dissolve the partnership under W.S. 17-21-801(a)(ii)(A);
(B) The partner is expelled by judicial decree under W.S. 17-21-601; or
(C) In case of a partner who is not an individual, trust other than a business trust or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
(b) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. That liability is in addition to any other liability of the partner to the partnership or to the other partners.
(a) A dissociated partner's interest in the partnership shall be purchased pursuant to article 7 of this chapter unless the partner's dissociation results in a dissolution and winding up of the partnership business under article 8 of this chapter.
(b) Upon a partner's dissociation, that partner's right to participate in the management and conduct of the partnership business is terminated, except as provided in W.S. 17-21-804, and that partner's duties under:
(i) W.S. 17-21-404(b)(i) and (ii) and (d) continue only with regard to matters or events that occurred before the dissociation; and
(ii) W.S. 17-21-404(b)(iii) terminate.
17-21-701. Purchase of dissociated partner's interest.
(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under W.S. 17-21-801, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection
(b) of this section.
(b) The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under W.S. 17-21-808(b) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. In either case, the sale price of the partnership assets shall be determined on the basis of the amount that would be paid by a willing buyer to a willing seller, neither being under any compulsion to buy or sell, and with knowledge of all relevant facts. Interest shall be paid from the date of dissociation to the date of payment.
(c) Damages for wrongful dissociation under W.S. 17-21-602(b) and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, shall be offset against the buyout price. Interest shall be paid from the date the amount owed becomes due to the date of payment.
(d) A partnership shall indemnify a dissociated partner against all partnership liabilities incurred before the dissociation, except liabilities then unknown to the partnership, and against all partnership liabilities incurred after the dissociation, except liabilities incurred by an act of the dissociated partner under W.S. 17-21-702. For purposes of this subsection, a liability not known to a partner other than the dissociated partner is not known to the partnership.
(e) If no agreement for the purchase of a dissociated partner's interest is reached within one hundred twenty (120) days after a written demand for payment, the partnership shall pay or cause to be paid in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (c) of this section.
(f) If a deferred payment is authorized under subsection
(h) of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (c) of this section, stating the time of payment, the amount and type of security for payment and the other terms and conditions of the obligation.
(g) The payment or tender required by subsection (e) or
(f) of this section shall be accompanied by the following:
(i) A statement of partnership assets and liabilities as of the date of dissociation;
(ii) The latest available partnership balance sheet and income statement, if any;
(iii) An explanation of how the estimated amount of the payment was calculated; and
(iv) Written notice that the payment is in full satisfaction of the obligation to purchase unless, within one hundred twenty (120) days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (c) of this section or other terms of the purchase obligation.
(h) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment shall be adequately secured and bear interest.
(j) A dissociated partner may maintain an action against the partnership pursuant to W.S. 17-21-406(b)(ii)(B), to determine the buyout price of that partner's interest, any offsets under subsection (c) of this section or other terms of the purchase obligation. The action shall be commenced within one hundred twenty (120) days after the partnership has tendered payment or an offer to pay or within one (1) year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (c) of this section and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h) of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against any other party, if the court finds that the other party acted arbitrarily, vexatiously or not in good faith, including the partnership's failure to tender payment or an offer to pay or to comply with the requirements of subsection
(g) of this section.
17-21-702. Dissociated partner's power to bind and liability to partnership.
(a) For two (2) years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under article 9 of this chapter, is bound by an act of the dissociated partner that would have bound the partnership under W.S. 17-21-301 before dissociation only if the other party to the transaction:
(i) Reasonably believes when entering the transaction that the dissociated partner is a partner at that time;
(ii) Does not have notice of the partner's dissociation; and
(iii) Is not deemed to have notice under W.S. 17-21-303(e) or 17-21-704.
(b) A dissociated partner is liable to the partnership for any loss caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation, for which the partnership is liable under subsection (a) of this section.
17-21-703. Dissociated partner's liability to other persons.
(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation except as provided in subsection (b) of this section.
(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is personally liable as a partner to the other party on account of a partnership obligation incurred in connection with a transaction entered into by the partnership or a surviving partnership under article 9 of this chapter, within two (2) years after the partner's dissociation, only if:
(i) The other party to the transaction:
(A) Reasonably believes when entering the transaction that the dissociated partner is a partner at that time;
(B) Does not have notice of the partner's dissociation; and
(C) Is not deemed to have notice under W.S. 17-21-303(e) or 17-21-704; and
(ii) The obligation is one on account of which the partner would be personally liable under W.S. 17-21-306 if the partner had not dissociated.
(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of W.S. 17-21-303(d) and (e).
(b) For purposes of W.S. 17-21-702 and 17-21-703(b), a person not a partner is deemed to have notice of the dissociation ninety (90) days after the statement of dissociation is filed.
Continued use of a partnership name, or a dissociated partner's name as part thereof, by the partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
17-21-801. Events causing dissolution and winding up of partnership business.
(a) A partnership is dissolved and its business shall be wound up only upon:
(i) Except as provided in W.S. 17-21-802, receipt by a partnership at will of notice from a partner, other than a partner who is dissociated under W.S. 17-21-601(a)(ii) through (x), of that partner's express will to withdraw as a partner or upon any later date specified in the notice;
(ii) In a partnership for a definite term or particular undertaking:
(A) Except as provided in W.S. 17-21-802, within ninety (90) days after a partner's wrongful dissociation under W.S. 17-21-602 or a partner's dissociation by death or otherwise under W.S. 17-21-601(a)(vi) through (x), receipt by the partnership of notice from another partner of that partner's express will to withdraw as a partner;
(B) The express will of all the partners; or
(C) The expiration of the term or the completion of the undertaking unless all the partners agree to continue the business, in which case the partnership agreement is deemed amended retroactively to provide that the expiration or completion does not result in the dissolution and winding up of the partnership business.
(iii) An event agreed to in the partnership agreement resulting in the winding up of the partnership business, unless all the partners agree to continue the business, in which case the partnership agreement is deemed amended retroactively to provide that the event does not result in the dissolution and winding up of the partnership business;
(iv) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but any cure of illegality within ninety (90) days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;
(v) On application by a partner, a judicial decree 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 that 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.
(vi) On application by a transferee of a partner's transferable interest, a judicial decree that it is equitable to wind up the partnership business:
(A) 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, after the expiration of the term or completion of the undertaking; or
(B) 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, at any time.