Massachusetts General Laws

Mass. Gen. Laws ch. 108A, § 31 (2026)

Causes of dissolution

✓ current as of July 2026

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Section 31. Dissolution is caused:

(1) Without violation of the agreement between the partners,

(a) By the termination of the definite term or particular undertaking specified in the agreement,

(b) By the express will of any partner when no definite term or particular undertaking is specified,

(c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking,

(d) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners;

(2) In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time;

(3) 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;

(4) By the death of any partner;

(5) By the bankruptcy of any partner or the partnership;

(6) By decree of court under section thirty-two.

Notes of Decisions

Cited in 17 cases (1 in the last 5 years), 1975–2026 · leading case: BPR Grp. Ltd. P'ship v. Bendetson, 906 N.E.2d 956 (Mass. 2009).

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BPR Grp. Ltd. P'ship v. Bendetson, 906 N.E.2d 956 (Mass. 2009). · cites it 28× “Bendetson (Bendetson); CDE Revere, LLC (CDE); and Carson Revere, EEC (Carson), pursuant to G. L. c. 108A, § 31 (1) (b), which allows a joint venturer in certain circumstances to dissolve unilaterally a joint venture without thereby causing a breach of the joint venture agreement.”

Meehan v. Shaughnessy Cohen, 535 N.E.2d 1255 (Mass. 1989). · cites it 5× “of the business” results in dissolution of the partnership.”

Karter v. Pleasant View Gardens, Inc., 248 F. Supp. 3d 299 (D. Mass. 2017). · cites it 2× “2d 1255, 1260 (1989) (alteration in original) (quoting Mass. Gen. Laws. ch. 108A, § 31(1)). Based on plaintiffs own pleadings, defendants’ decision to dissolve the partnership did not constitute a breach of contract.”

Donahue v. Rodd Electrotype Co. of New England, Inc., 328 N.E.2d 505 (Mass. 1975). · cites it 2× “at any time" (G.L.c. 108A, § 31 [1] [b] and [2]) and recover his share of partnership assets and accumulated profits.”

Tropeano v. Dorman, 441 F.3d 69 (1st Cir. 2006). · cites it 2× “Mass. Gen. Laws ch. 108A, § 31(1), supra.”

In Re Schlichtmann, 375 B.R. 41 (Bankr. D. Mass. 2007). “G.L. c. 108A, § 31(5) (“Dissolution is caused .”

Hallahan v. Haltom Corp., 385 N.E.2d 1033 (Mass. App. Ct. 1979). “A partner who judges himself oppressed has the option under G. L. c. 108A, § 31(l)(t ), to cause dissolution by his express will when no definite term for the partnership or other particular undertaking is specified.”

Diranian v. Diranian, 773 N.E.2d 462 (Mass. App. Ct. 2002). “G. L. c. 108A, § 31(4). On dissolution, the partnership “continues until the winding up of partnership affairs is completed.”

Goode v. Ryan, 489 N.E.2d 1001 (Mass. 1986). “See also G. L. c. 108A, § 31 (1984 ed.). The shareholder who owns less than a majority interest in a close corporation does not have any of these options.”

Doiron v. Castonguay, 519 N.E.2d 260 (Mass. 1988). “See G. L. c. 108A, § 31 (1) (b) (1986 ed.) (partnership); Johnson v.”

DiCarlo v. Lattuca, 802 N.E.2d 121 (Mass. App. Ct. 2004). “G. L. c. 108A, § 31(4). Upon “dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.”

Nickless v. Aaronson (In re Katz), 341 B.R. 123 (Bankr. D. Mass. 2006). “M.G.L. c. 108A, § 31. The Count also contains a prayer that the Court declare that the Defendants have failed or refused to wind up the Partnership affairs within a reasonable period of time following dissolution and order them to do so.”

Show all 17 citing cases →

— Mass. Gen. Laws ch. 108A, § 31(1) — 3 cases

Karter v. Pleasant View Gardens, Inc., 248 F. Supp. 3d 299 (D. Mass. 2017). “2d 1255, 1260 (1989) (alteration in original) (quoting Mass. Gen. Laws. ch. 108A, § 31(1)). Based on plaintiffs own pleadings, defendants’ decision to dissolve the partnership did not constitute a breach of contract.”

Tropeano v. Dorman, 441 F.3d 69 (1st Cir. 2006). “Mass. Gen. Laws ch. 108A, § 31(1), supra.”

Cain v. Cain, 334 N.E.2d 650 (Mass. App. Ct. 1975).

— Mass. Gen. Laws ch. 108A, § 31(4) — 2 cases

Diranian v. Diranian, 773 N.E.2d 462 (Mass. App. Ct. 2002). “G. L. c. 108A, § 31(4). On dissolution, the partnership “continues until the winding up of partnership affairs is completed.”

DiCarlo v. Lattuca, 802 N.E.2d 121 (Mass. App. Ct. 2004). “G. L. c. 108A, § 31(4). Upon “dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.”

— Mass. Gen. Laws ch. 108A, § 31(5) — 1 case

In Re Schlichtmann, 375 B.R. 41 (Bankr. D. Mass. 2007). “G.L. c. 108A, § 31(5) (“Dissolution is caused .”

— Mass. Gen. Laws ch. 108A, § 31(b) — 1 case

Burns v. Taylor, 34 Mass. L. Rptr. 89 (Suffolk Mass. Super. Ct. 2017).

— Mass. Gen. Laws ch. 108A, § 31(b)(2) — 1 case

Tropeano v. Dorman, 441 F.3d 69 (1st Cir. 2006). “Mass. Gen. Laws ch. 108A, § 31(1), supra.”

— Mass. Gen. Laws ch. 108A, § 31(l) — 1 case

Hallahan v. Haltom Corp., 385 N.E.2d 1033 (Mass. App. Ct. 1979). “A partner who judges himself oppressed has the option under G. L. c. 108A, § 31(l)(t ), to cause dissolution by his express will when no definite term for the partnership or other particular undertaking is specified.”

— Mass. Gen. Laws ch. 108A, § 31(l)(b) — 1 case

Karter v. Pleasant View Gardens, Inc., 248 F. Supp. 3d 299 (D. Mass. 2017). “2d 1255, 1260 (1989) (alteration in original) (quoting Mass. Gen. Laws. ch. 108A, § 31(1)). Based on plaintiffs own pleadings, defendants’ decision to dissolve the partnership did not constitute a breach of contract.”

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