Massachusetts General Laws

Mass. Gen. Laws ch. 108A, § 32 (2026)

Decree of dissolution

✓ current as of July 2026

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Section 32. (1) On application by or for a partner the court shall decree a dissolution whenever:

(a) A partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind,

(b) A partner becomes in any other way incapable of performing his part of the partnership contract,

(c) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business,

(d) A partner wilfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him,

(e) The business of the partnership can only be carried on at a loss,

(f) Other circumstances render a dissolution equitable.

(2) On the application of the purchaser of a partner's interest under section twenty-seven or twenty-eight:

(a) After the termination of the specified term or particular undertaking,

(b) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.

Notes of Decisions

Cited in 5 cases, 1965–2009 · 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 14× “108A, § 31 (1) (b), 3 or, alternatively, decrees dissolving the joint ventures on equitable grounds under G. L. c. 108A, § 32 (1) (f). 4 The defendants counterclaimed that the notices of dissolution effectively dissolved the joint ventures in contravention of the joint venture…”

Anastos v. Sable, 819 N.E.2d 587 (Mass. 2004). “In 1996, the plaintiff filed a complaint in the Superior Court seeking dissolution of the partnership for cause under G. L. c. 108A, § 32. The defendants answered and asserted counterclaims, including a request for a declaration that the plaintiff’s request to dissolve the…”

Ray-Tek Servs., Inc. v. Parker, 831 N.E.2d 948 (Mass. App. Ct. 2005). “See G. L. c. 108A, § 32. The judge properly determined that even if the joint venture were ended, Ray-Tek was still entitled to its share of any profits NAIS continued to earn under the service contract.”

Guardianship of Hocker, 791 N.E.2d 302 (Mass. 2003). “g, G. L. c. 108A, § 32 (1) (a) (if partner is declared a “lunatic,” a judge may decree the dissolution of partnership); Mass.”

Fisher v. Fisher, 212 N.E.2d 222 (Mass. 1965). “This breach furnished grounds for the defendants to seek a decree of dissolution of the partnership under the provisions of G. L. c. 108A, § 32 (1) (d). 1 Instead of following the procedure under the statute and without any provision in the agreement authorizing what the…”

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