UNIFORM PARTNERSHIP ACT
Act 72 of 1917
449.31 Dissolution; causes.
Sec. 31.
(Causes of dissolution). 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 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 32.
History: 1917, Act 72, Eff. Aug. 10, 1917 ;-- CL 1929, 9871 ;-- CL 1948, 449.31
Notes of Decisions
Cited in
11
cases (
1 in the last 5 years), 1951–2024 · leading case:
Urbain v. Beierling, 835 N.W.2d 455 (Mich. Ct. App. 2013).
Urbain v. Beierling, 835 N.W.2d 455 (Mich. Ct. App. 2013).
· cites it 3× “See MCL 449.31 and MCL 449.32. Because a partner’s right to dissolve the partnership is “inseparably incident to every partnership,” there can be no indissoluble partnership.”
Kay Inv. Co., LLC v. Brody Realty No. 1, LLC, 731 N.W.2d 777 (Mich. Ct. App. 2007).
· cites it 2× “Moreover, under the UPA, *785 the death of a partner dissolves the partnership, MCL 449.31(4), and it is clear that no dissolution or windup occurred.”
Brooks v. Rose, 478 N.W.2d 731 (Mich. Ct. App. 1991).
“MCL 449.31(2); MSA 20.31(2). MCL 449.38(2) (a)(II); MSA 20.”
Armoudlian v. Zadeh, 323 N.W.2d 502 (Mich. Ct. App. 1982).
“Under MCL 449.31; MSA 20.31, dissolution by court decree is only one of a number of methods or causes of dissolution.”
Rinke v. Rinke, 48 N.W.2d 201 (Mich. 1951).
“* PA 1917, No'72, pt 6, § 31(1) (b) (CL 1948, § 449.31 [Stat Ann § 20.31]).”
Gilroy v. Conway, 391 N.W.2d 419 (Mich. Ct. App. 1986).
“MCL 449.31; MSA 20.31. One who enters into such a fragile relationship cannot claim damages for disappointment when it shatters.”
Posner v. Miller, 96 N.W.2d 110 (Mich. 1959).
“” This is the Michigan rule, by statute (CL 1948, § 449.31 [Stat Ann § 20.31]) as well as the common law (Atha v.”
Greenbrier Homes v. Cook, 136 N.W.2d 27 (Mich. Ct. App. 1965).
“CL 1948, § 449.31 (Stat Ann 1964 Rev § 20.31); Posner v.”
Fcb Assocs. LLC v. City of Ann Arbor (Mich. Ct. App. 2024).
· cites it 2× “MCL 449.31(4). When a partnership dissolves, the partnership does not terminate “until the winding up of partnership affairs is completed.”
In re Seaman, 588 B.R. 790 (Bankr. W.D. Mich. 2018).
“§ 449.31(5), and at that point created contingent claims against the Debtor for her share of the expenses of liquidating the dissolved partnership.”
Detroit Bank & Trust Co. v. Dickson, 259 N.W.2d 228 (Mich. Ct. App. 1977).
“"We are confident that we will be able to show by all of the circumstances as well as by disinterested witnesses that the 1965 agreement was an addendum and merely an addendum to the effect that the partnership was now to operate the entire shopping center.”
— Mich. Comp. Laws § 449.31(1) — 1 case
Urbain v. Beierling, 835 N.W.2d 455 (Mich. Ct. App. 2013).
“See MCL 449.31 and MCL 449.32. Because a partner’s right to dissolve the partnership is “inseparably incident to every partnership,” there can be no indissoluble partnership.”
— Mich. Comp. Laws § 449.31(2) — 1 case
Brooks v. Rose, 478 N.W.2d 731 (Mich. Ct. App. 1991).
“MCL 449.31(2); MSA 20.31(2). MCL 449.38(2) (a)(II); MSA 20.”
— Mich. Comp. Laws § 449.31(4) — 3 cases
Kay Inv. Co., LLC v. Brody Realty No. 1, LLC, 731 N.W.2d 777 (Mich. Ct. App. 2007).
“Moreover, under the UPA, *785 the death of a partner dissolves the partnership, MCL 449.31(4), and it is clear that no dissolution or windup occurred.”
Fcb Assocs. LLC v. City of Ann Arbor (Mich. Ct. App. 2024).
“MCL 449.31(4). When a partnership dissolves, the partnership does not terminate “until the winding up of partnership affairs is completed.”
Detroit Bank & Trust Co. v. Dickson, 259 N.W.2d 228 (Mich. Ct. App. 1977).
“"We are confident that we will be able to show by all of the circumstances as well as by disinterested witnesses that the 1965 agreement was an addendum and merely an addendum to the effect that the partnership was now to operate the entire shopping center.”
— Mich. Comp. Laws § 449.31(5) — 1 case
In re Seaman, 588 B.R. 790 (Bankr. W.D. Mich. 2018).
“§ 449.31(5), and at that point created contingent claims against the Debtor for her share of the expenses of liquidating the dissolved partnership.”
— Mich. Comp. Laws § 449.31(l)(b) — 1 case
Urbain v. Beierling, 835 N.W.2d 455 (Mich. Ct. App. 2013).
“See MCL 449.31 and MCL 449.32. Because a partner’s right to dissolve the partnership is “inseparably incident to every partnership,” there can be no indissoluble partnership.”
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