O.C.G.A.

O.C.G.A. § 14-8-37 (2019)

Rights of partners in winding up partnership affairs

✓ 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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Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs, including the right to convey any real property of the partnership; provided, however, that any partner, his legal representative, or his assignee, upon cause shown, may obtain winding up by the court.

History

(Code 1981, § 14-8-37, enacted by Ga. L. 1984, p. 1439, § 1.)

Annotations

COMMENT Note to Uniform Partnership Act This section determines who may conduct partnership affairs during the winding up period. Prior Georgia Law Prior O.C.G.A. § 14-8-47 was consistent in giving the right to wind up to surviving partners as against the representatives of the deceased partners. There was no provision specifying which of the surviving partners may wind up. With respect to winding up by court-appointed receivers upon cause shown, see Bennett v. Smith, 108 Ga. 466, 34 S.E. 156 (1899); Boyce v. Burchard, 21 Ga. 74 (1857). Official UPA This section is the same as the official version except for the added reference to the right to convey real property. This change is based on the Nebraska version of § 37, Neb. Rev. Stat. § 67-337 (1981). Cross-References Right to control the partnership prior to dissolution: §§ 14-8-18(5) and (8). Compensation for winding up services: § 14-8-18(6). Fiduciary duties during winding up: § 14-8-21. Surviving partners’ right to control deceased partner’s

interest in partnership property: § 14-8-25(b)(2). Right to contribution for post-dissolution liabilities: § 14-8-34. Partner’s power to bind the partnership in post-dissolution transactions: § 14-8-35. RESEARCH REFERENCES Am. Jur. 2d. - 59A Am. Jur. 2d, Partnership, § 539 et seq. C.J.S. - 68 C.J.S., Partnership, §§ 431 et seq, 492, 496. ALR. - Construction and application

of § 18(f ) of Uniform Partnership Act as to surviving partner’s right to compensation for services in winding up partnership, 81 ALR2d 445.

Notes of Decisions

Cited in 2 cases, 1994–2002 · leading case: Adler v. Hertling, 451 S.E.2d 91 (Ga. Ct. App. 1994).

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Adler v. Hertling, 451 S.E.2d 91 (Ga. Ct. App. 1994). · cites it 2× “Hertling filed suit against Stone Harbor and the Limited Partners on behalf of Sahara Club pursuant to OCGA § 14-8-37, as a partner who had not wrongfully dissolved the partnership and, in the *771 alternative, requested that the trial court wind up the affairs of Sahara Club in…”

Chaney v. Burdett, 560 S.E.2d 21 (Ga. 2002). · cites it 2× “However, dissolution does not spell the termination of the partnership; the partnership continues until the winding up of the partnership business is complete. OCGA § 14-8-30. Thus, if a partnership is dissolved because of the death of a partner, the remaining partner or…”

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.