O.C.G.A. § 14-8-90 (2019)
The latter provision, like new paragraph (a)(5), provided that the partners could avoid dissolution by contrary agreement
Paragraph (a)(6): See the Comment to § 14-8-32. Paragraph (a)(7): There was no comparable provision or case law. Subsection (b): There was no comparable provision and prior case law was apparently inconsistent. See Fenner & Beane v. Nelson, 64 Ga. App. 600, 13 S.E.2d 694 (1941). Subsection (c): There was no comparable provision. An additional cause of dissolution under prior Georgia case law but not under new § 14-8-31 was bankruptcy of a partner or of the partnership. See Meinhard, Schaul & Co. v. Folsom Bros., 3 Ga. App. 251, 59 S.E. 830 (1907). Official UPA This section has been substantially changed from the official version. The distinction between causes in contravention of the partnership agreement and those not in contravention has been deleted, in order to clarify that the parties’ agreement and not the Act should control. Accordingly, the lead-in to official subsection 31(1), official subsections 31(1)(c) and 31(2), and the reference to ‘‘definite term or particular undertaking’’ in official subsection 31(1)(b) have been deleted, since all of this language was relevant only to whether the dissolution was ‘‘in contravention.’’ However, subsection (c) has been added in order to clarify that, in the absence of contrary agreement, a dissolution is not in contravention when it is opposed only by assigned or charged partners. The reference to partner withdrawal has been added to paragraph (a)(2). Bankruptcy of a partner or of the partnership has been deleted as a cause of dissolution. Paragraph (a)(5) has been changed from official subsection 31(4) to permit the partners to avoid dissolution upon death of a partner. Paragraph (a)(7) has been added. Finally, subsection (b) has been added in order to specifically reverse the contrary implication in Fenner & Beane v. Nelson, supra. Cross-References Continuation of partnership after expiration of agreed term: § 14-8-23. Assignment of partnership interest as not causing dissolution: § 14-8-27(b). Definition of dissolution: § 14-8-29. Dissolution distinguished from termination and winding up: § 14-8-30. Grounds of dissolution by decree of court: § 14-8-32. Consequences of dissolution: § 14-8-33 et seq.
Annotations
JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, decisions under former Civil Code 1910, § 3176, former Code 1933, § 75-107, and former Code Sections 14-8-47 and 14-8-90, in effect prior to the 1984 repeal and reenactment of this chapter, are included in the annotations to this Code section. When ‘‘dissolution’’ is absolute. - ‘‘Dissolution’’ of partnership caused by the death of a partner, as the term is used, is not absolute until the partnership becomes extinct by complete winding up of all its affairs by the surviving partner or partners. Ledbetter v. Farrar Lumber Co., 177 Ga. 779, 171 S.E. 374 (1933) (decided under former Civil Code 1910, § 3176). Stipulation that partnership is not dissolved by partner’s death. - Every partnership is dissolved by the death of one of the partners unless the partnership articles stipulate otherwise, or the terms of a valid will clearly and unambiguously show a contrary intention, and such is satisfactory to the surviving partner. Kinney v. Robinson, 181 Ga. 837, 184 S.E.
616 (1939) (decided under former Code 1933, § 75-107). Liability for wrongful dissolution. - One partner’s exercise of the right to terminate the partnership, if done in bad faith for the purpose of appropriating to that partner’s benefit the prosperity of the partnership, would be a violation of the partnership agreement and would constitute wrongful dissolution of the partnership. Wilensky v. Blalock, 262 Ga. 95, 414 S.E.2d 1 (1992). Court of appeals erred in granting an attorney’s motion for summary judgment in its action to dissolve a partnership because it cited disapproved language that the tort of wrongful dissolution of a partnership required the attempt to appropriate the ‘‘new prosperity’’ of the partnership; the gravamen of a wrongful dissolution claim is a partner’s attempt to appropriate, through the dissolution, the assets or business of the partnership, which may include prospective business, without adequate compensation to the remaining partners. Jordan v. Moses, 291 Ga. 39, 727 S.E.2d 460 (2012).
RESEARCH REFERENCES Am. Jur. 2d. - 59A Am. Jur. 2d, Partnership, § 507 et seq. C.J.S. - 68 C.J.S., Partnership, § 404 et seq. ALR. - Right of solvent partner to close firm business upon bankruptcy or insolvency of copartner, 29 ALR 45. Misconduct of or dissensions among partners or joint adventurers as ground for dissolution by court, 118 ALR 1421.
Sale or transfer of interest by partner as dissolving partnership, 75 ALR2d 1036. Construction and application of expulsion provision in partnership agreement between attorneys, 72 ALR3d 1226. Construction and application of expulsion provision in medical partnership agreement, 87 ALR3d 328.