Legal Question in Business Law in California

Absent terms in the partnership agreement for an orderly withdrawal of partners and a reconstitution of the partnership, any partner can force a dissolution and winding up.

I agree with Mr. McCormick. If the small business is an LLC or corporation you'd have to first look at the Operating Agreement or bylaws, respectively.

Let me know if you need any further help with this.

Any time there is a dispute you can't resolve. That's the problem with partnerships, and why I NEVER allow clients to enter partnerships. If you need legal help settling, resolving or litigating this, feel free to contact me.

First, I'm assuming the business is organized and operated as a true general partnership, and not some other form of business organization such as an LLC or corporation. Sometimes co-owners of small businesses refer to themselves as "partners" when they really aren't because the business isn't a partnership.

Second, we need to be cautious about another word you used - partition. Partition is a particular kind of legal process for dividing co-owned property or the net money proceeds of its sale, usually but not always real property, between its former co-owners. According to the Code of Civil Procedure (see section 872.730), partition can be used to divide partnership property in suitable circumstances, but except for real-estate partnerships, I think its use is somewhat unusual in partnership breakups.

The Revised Uniform Partnership Act (RUPA) provides a fairly comprehensive, yet rather simple, set of rules governing re-alignments of partnerships when disputes, deaths, personal bankruptcies, partner retirements, etc. occur. No longer do such occurrences automatically cause the dissolution of the partnership. The RUPA is part of the Corporations Code, and includes Sections 16100 up to about 16962, but the sections dealing with re-alignments, etc. are 16601 through 16807. So, basically, I am in disagreement with all three previous answers.

When working with partnership problems, it's important to distinguish a bunch of terms whose meanings in partnership law are somewhat technical and maybe not obvious upon first hearing or first reading. These include: withdrawal, right to withdraw, power to withdraw, dissociation, rightful dissociation, wrongful dissociation, dissolution, winding up, and termination.

Dissociation is a fairly broad term sort of meaning to cease being a partner, and includes involuntary processes such as bankruptcy and death. Withdrawal is a sub-category of dissociation, and covers more or less voluntary dissociation, as by retirement or just quitting; a partner always has the POWER to withdraw, but may not have the RIGHT to withdraw; one who exercises the power to withdraw contrary to, say, a contractual obligation to remain a partner for five years or until the highway is built, can still do so, but the withdrawal is wrongful and the partner may be liable to the partnership or the other partners for damages.

A partnership is no longer dissolved, wound up or terminated by the dissociation of a single partner, unless just prior to the dissociation there were only two partners. Since a partnership is by statutory definition an association of two or more persons, when only one is left, the courts of most states that have adopted the RUPA have held that the erstwhile partnership ceases to exist, i.e., dissolves.

Corporations Code/RUPA Section 16801 lists the specific grounds upon which a partnership is dissolved and its business shall be wound up. You should obtain and read the list. You will see, that in general, a single partner among several cannot "force" the dissolution of a partnership, contrary to what the other attorneys have said.