Legal Question in Business Law in California

Re: california revised uniformed partnership act

The Revised Uniform Partnership Act (RUPA) was adopted in California in 1996 and became applicable to all general partnerships as of 1/1/1999 regardless of the date the partnership was formed (with minor exceptions).

The portions relating to dissociation of partners are Corporations Code sections 16601-16705. Other sections may apply in specific instances. You can read the Code at a county law library, most general public libraries, or on line - try findlaw.com.

The factors making a dissociation wrongful are found at section 16602(b). You will see that there are several possibilities.

Section 16701 addresses the buyout of the dissociated partner's interest.

Several post-1998 cases at the appellate level have decided aspects of section 16602 and 16701's application and interpretation. Since this is a supposedly "uniform" law, California courts would also pay some heed to how the courts of other states have decided dissociation and buy-out issues. Decisions based upon former law would also have some continuing usefulness on many subissues.

I would be willing to take a look at your specific issue and give you an opinion or look at reported cases if you can e-mail me directly with more particulars. I do not need any names but the more you can tell me about what happened and what the specific legal issue seems to be the better I can address your needs.

I do not know of any specialists in this specific area. This does not mean they don't exist. Unless your situation has unusual complexities or a very large sum is at stake, your interests may be best served by a general business lawyer who has the time and interest to give you personal attention and really dig into your case. The legal issues are likely to be simpler than the non-legal, business and accounting problems attending the dissociation and buy-out.