O.C.G.A.

O.C.G.A. § 14-8-31 (2019)

Causation of dissolution

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)

Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.

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(a) Dissolution is caused:

(1) By the termination of the definite term or particular undertaking specified in the agreement;

(2) By the express will or withdrawal of any partner;

(3) By the expulsion of any partner from the business in accordance with the terms of the agreement between the partners;

(4) By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership;

(5) By the death of any partner, unless there is a written agreement between the partners expressly providing otherwise;

(6) By decree of court under Code Section 14-8-32;

(7) In other circumstances as provided in the agreement between the partners.

(b) Unless otherwise provided in the partnership agreement, dissolution is not caused solely by admission of a new partner.

(c) Subject to contrary agreement of the partners, a dissolution is not in contravention of the partnership agreement if it is caused at any time by the express will of all of the partners who have not assigned their interests or suffered them to be charged for their separate debts.

History

(Code 1981, § 14-8-31, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1985, p. 1436, § 2.)

Annotations

COMMENT Note to Uniform Partnership Act This section states the events that cause dissolution, as well as one non-cause of dissolution - admission of a partner. Prior Georgia Law Paragraph (a)(1): This cause was specified in prior O.C.G.A. § 14-8-24(b). Paragraph (a)(2): This is inconsistent with prior Georgia law, which permitted dissolution by express will of a partner only in a partnership at will, and then only upon three months notice (prior O.C.G.A. § 14-8-24(a)) or with the consent of all of the other partners (prior O.C.G.A. § 14-8-90). Paragraph (a)(3): There was no comparable provision. Prior case law was consistent. See Heard v. Carter, 159 Ga. App. 801, 285 S.E.2d 146 (1981). Paragraph (a)(4): There was no comparable provision or case law. Paragraph (a)(5): This cause was specified in prior O.C.G.A. §§ 14-8-24(b) and

Notes of Decisions

Cited in 8 cases, 1991–2012 · leading case: Jordan v. Moses, 727 S.E.2d 460 (Ga. 2012).

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Jordan v. Moses, 727 S.E.2d 460 (Ga. 2012). · cites it 4× “’ OCGA § 14-8-31 (a) (2).” Moses, supra at 639 (1).”

Nolan Road West, Ltd. v. PNC Realty Holding Corp., 544 S.E.2d 750 (Ga. Ct. App. 2001). · cites it 4× “” Baker remains liable on contracts entered into while he served as general partner, see OCGA §§ 14-8-31 (a) (2); 14-8-36 (a); 14-8-41, 1 and since he was the general partner when Nolan signed the commission agreement in 1987, he was not entitled to summary judgment on the…”

Arford v. Blalock, 405 S.E.2d 698 (Ga. Ct. App. 1991). · cites it 2× “OCGA § 14-8-31 (a) (2). Arford argues he had a right to terminate the partnership and cannot be liable for breach of contract.”

Chaney v. Burdett, 560 S.E.2d 21 (Ga. 2002). · cites it 4× “OCGA § 14-8-31 (a) (5). However, dissolution does not spell the termination of the partnership; the partnership continues until the winding up of the partnership business is complete.”

Moses v. Jordan, 714 S.E.2d 262 (Ga. Ct. App. 2011). · cites it 2× “” OCGA § 14-8-31 (a) (2). “Upon dissolution of a partnership the partners cease to be associated in the carrying on of the partnership.”

Chaney v. Burdett, 548 S.E.2d 407 (Ga. Ct. App. 2001). · cites it 4× “See OCGA § 14-8-31 (a) (5). Hayden v. Sigari, 220 Ga.”

Carnes v. McNeal, 479 S.E.2d 474 (Ga. Ct. App. 1996). · cites it 4× “Various causes of dissolution of a partnership are set out in OCGA § 14-8-31 (a) (1) — (7). Under subsection (a) (2), dissolution is caused “[b]y the express will or withdrawal of any partner.”

In re Newlin, 370 B.R. 870 (Bankr. M.D. Ga. 2007). · cites it 2× “O.C.G.A. § 14-8-31 (2003). . Debtor's Reply to Rebuttal of CB & T at 7 (doc.”

— 14-8-31(a)(2) — 1 case

Jordan v. Moses, 727 S.E.2d 460 (Ga. 2012). “’ OCGA § 14-8-31 (a) (2).” Moses, supra at 639 (1).”

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.