Revised Code of Washington

Wash. Rev. Code § 25.05.330 (2026)

Settlement of accounts and contributions among partners

✓ current as of May 2026
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(1) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (2) of this section.
(2) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account, except, in the case of a limited liability partnership the partner shall make such contribution only to the extent of his or her share of any unpaid partnership obligations for which the partner has personal liability under RCW 25.05.125.
(3) If a partner fails to contribute the full amount required under subsection (2) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under RCW 25.05.125. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under RCW 25.05.125.
(4) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under RCW 25.05.125.
(5) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.
(6) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
[ 1998 c 103 s 807.]
Notes of Decisions
Cited in 8 cases, 2005–2019 · leading case: Horne v. Aune, 121 P.3d 1227 (Wash. Ct. App. 2005).
Horne v. Aune, 121 P.3d 1227 (Wash. Ct. App. 2005). · cites it 4× “¶ 3 Because RUPA's winding-up provision, RCW 25.05.330, does not mandate a public sale of partnership property as the only means of liquidating partnership assets, we affirm.”
Horne v. Aune, 130 Wash. App. 183 (Wash. Ct. App. 2005). · cites it 3× “*191 ANALYSIS Aune’s Appeal Application of RCW 25.05.330 ¶28 Aune first contends that the court impermissibly ordered a distribution in kind by requiring him to quitclaim his interest in the property to Horne in exchange for a cash payment.”
Bryan W. McLelland, DDS, et ux v. Mark C. Paxton, DDS, et ux, 453 P.3d 1 (Wash. Ct. App. 2019). · cites it 2× “RCW 25.05.330 governs settlement of accounts and contributions among partners.”
Simpson v. Thorslund, 151 Wash. App. 276 (Wash. Ct. App. 2009). · cites it 2× “And, finally, RCW 25.05.330 provides: (1) In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by…”
Dixon v. Crawford, Mcgilliard, Peterson, 262 P.3d 108 (Wash. Ct. App. 2011). “250(2): The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under RCW 25.05.330(2) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the…”
Dixon v. Crawford, McGilliard, Peterson & Yelish, 163 Wash. App. 912 (Wash. Ct. App. 2011). “250(2): The buyout price of a dissociated partner’s interest is the amount that would have been distributable to the dissociating *918 partner under RCW 25.05.330(2) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the…”
Simpson v. Thorslund, 211 P.3d 469 (Wash. Ct. App. 2009). · cites it 2× “And, finally, RCW 25.05.330 provides: (1) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by…”
Joyce Zamelis v. Zintars Zamelis (Wash. Ct. App. 2013). “But while Zintars asserts he did not repudiate the Partnership Agreement, he makes no argument as to why the evidence fails to support the trial court's determination that he did, and we agree with Joyce that the evidence supports 8The only liability associated with the Property…”
— Wash. Rev. Code § 25.05.330(2) — 3 cases
Bryan W. McLelland, DDS, et ux v. Mark C. Paxton, DDS, et ux, 453 P.3d 1 (Wash. Ct. App. 2019). “RCW 25.05.330 governs settlement of accounts and contributions among partners.”
Dixon v. Crawford, Mcgilliard, Peterson, 262 P.3d 108 (Wash. Ct. App. 2011). “250(2): The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under RCW 25.05.330(2) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the…”
Dixon v. Crawford, McGilliard, Peterson & Yelish, 163 Wash. App. 912 (Wash. Ct. App. 2011). “250(2): The buyout price of a dissociated partner’s interest is the amount that would have been distributable to the dissociating *918 partner under RCW 25.05.330(2) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the…”
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