90 Wis. 2d 566
Appellant, a minority partner, challenged a decision from the Circuit Court for Fond du Lac County (Wisconsin), which, in action by respondents, the majority partners, for dissolution of their partnership-at-will, denied the minority partner's request for a sale and instead divided the partnership assets in-kind according to the valuation presented by the majority partners.
-One side wanted the partnership sold and the cash shared, the other wanted one party to take one of the feed mills, the other party to take the other mill.
- There was no partnership agreement and the partnership was a partnership-at-will.
-There were no allegations of fault, expulsion or contravention of any alleged agreement as grounds for dissolution.
-The issue was over the authority of the trial court to order in-kind distribution in the absence of any agreement of the partners.
-The court reversed and held that it would not read § 38 of the Uniform Partnership Act, or Wis. Stat. § 178.33(1), as permitting an in-kind distribution under any circumstances, unless all partners agree. Section 178.33(1), and § 38 of the Act were quite clear that if a partner forced liquidation, he was entitled to his share of the partnership assets, after creditors were paid in cash.
-A sale was the best means of determining the true fair market value of partnership assets.
-Generally, liquidation envisioned some form of sale.
-Because the applicable statutes provided that, unless otherwise agreed, any partner who had not wrongfully dissolved the partnership had the right to wind up the partnership and force liquidation, he likewise had a right to force a sale, unless otherwise agreed.
The court reversed the judgment that divided the partnership assets in-kind for purposes of dissolving the partnership.
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