Mass. Gen. Laws » Part I Title XV Chapter 108A
Massachusetts General Laws

Mass. Gen. Laws ch. 108A, § 38 (2026)

Rights of partners upon dissolution

✓ current as of July 2026
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Section 38. (1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his co-partners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner bona fide under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under section thirty-six (2), he shall receive in cash only the net amount due him from the partnership.

(2) When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows:

(a) Each partner who has not caused dissolution wrongfully shall have—

I. All the rights specified in paragraph (1) of this section, and

II. The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.

(b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so during the agreed term for the partnership, and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully the value of his interest in the partnership at the dissolution, less any damages recoverable under clause (2 a II) of this section, and in like manner indemnify him against all present or future partnership liabilities.

(c) A partner who has caused the dissolution wrongfully shall have—

I. If the business is not continued under the provisions of paragraph (2b), all the rights of a partner under paragraph (1), subject to clause (2 a II) of this section.

II. If the business is continued under paragraph (2b) of this section, the right as against his co-partners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages caused to his co partners by the dissolution, ascertained and paid to him in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the good will of the business shall not be considered.

Notes of Decisions
Cited in 10 cases, 1965–2017 · leading case: Anastos v. Sable, 819 N.E.2d 587 (Mass. 2004).
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Anastos v. Sable, 819 N.E.2d 587 (Mass. 2004). · cites it 9× “This appeal addresses the proper valuation of a minority interest in a general partnership when the withdrawing partner caused a statutory dissolution in contravention of the partnership agreement and, rather than liquidate, the remaining *147 partners elected under G. L. c.…”
Meehan v. Shaughnessy Cohen, 535 N.E.2d 1255 (Mass. 1989). · cites it 6× “In contrast, where the partnership agreement provides that the partnership is to continue for a definite term, a partner has merely the power to dissolve, and the dissolution occurs “[i]n contravention of the agreement between the partners.”
Donahue v. Rodd Electrotype Co. of New England, Inc., 328 N.E.2d 505 (Mass. 1975). · cites it 4× “G.L.c. 108A, § 38. If dissolution results in a breach of the partnership articles, the culpable partner will be liable in damages.”
BPR Grp. Ltd. P'ship v. Bendetson, 906 N.E.2d 956 (Mass. 2009). · cites it 5× “See G. L. c. 108A, § 38 (1). If, *863 however, a partnership is dissolved “in contravention of the agreement between the partners,” § 31 (2), then the dissolving partner is liable for any damages caused by dissolution, see G.”
Loan Modification Grp., Inc. v. Reed, 694 F.3d 145 (1st Cir. 2012). “Where the partnership breaches its fiduciary duty by continuing the partnership business with partnership assets, but depriving the expelled partner of participation in the business, the expelled partner is entitled to “the net amount due him,” Mass.”
Reed v. Zak (In re Zak), 573 B.R. 13 (Bankr. D. Mass. 2017). “Where the partnership breaches its fiduciary duty by continuing the partnership business with partnership assets, but depriving the expelled partner of participation in the business, the expelled partner is entitled to “the net amount due him,” Mass. Gen. Laws ch. 108A, § 38,…”
Fisher v. Fisher, 227 N.E.2d 334 (Mass. 1967). · cites it 2× “Reciting our statement that “the plaintiff is entitled to receive from the partnership such sums as may be determined to be due him if the partnership had been dissolved as of June 23, 1961, in accordance with the provisions of G. L. c. 108A, § 38,” the judge found “said damages…”
Normandin v. Normandin (In Re Normandin), 106 B.R. 14 (Bankr. D. Mass. 1989). “Mass.Gen.L. ch. 108A, §§ 38, 40 (Law.Co-op.”
Marchand v. Murray, 541 N.E.2d 371 (Mass. App. Ct. 1989). “See the Uniform Partnership Act, G. L. c. 108A, §§ 38(1)(c)(II). Murray argues that, on the evidence before the jury, a correct application of those instructions would necessarily result in a negative figure owed to Marchand and, thus, that the jury’s determination of Marchand’s…”
Fisher v. Fisher, 212 N.E.2d 222 (Mass. 1965). “It follows, therefore, that the plaintiff is entitled to receive from the partnership such sums as may be determined to be due him if the partnership had been dissolved as of June 23, 1961, in accordance with the provisions of G. L. c. 108A, § 38, with interest from that date.”
— Mass. Gen. Laws ch. 108A, § 38(1)(c)(II) — 1 case
Marchand v. Murray, 541 N.E.2d 371 (Mass. App. Ct. 1989). “See the Uniform Partnership Act, G. L. c. 108A, §§ 38(1)(c)(II). Murray argues that, on the evidence before the jury, a correct application of those instructions would necessarily result in a negative figure owed to Marchand and, thus, that the jury’s determination of Marchand’s…”
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