(a)  A person has the power to dissociate as a partner at any time, rightfully or wrongfully, by withdrawing as a partner by express will under § 7-12.1-601(1).

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Terms Used In Rhode Island General Laws 7-12.1-602

  • Business: includes every trade, occupation, and profession. See Rhode Island General Laws 7-12.1-102
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partner: means a person that:

    (i)  Has become a partner in a partnership under Rhode Island General Laws 7-12.1-102

  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Rhode Island General Laws 7-12.1-102

(b)  A person’s dissociation as a partner is wrongful only if the dissociation:

(1)  Is in breach of an express provision of the partnership agreement; or

(2)  In the case of a partnership for a definite term or particular undertaking, occurs before the expiration of the term or the completion of the undertaking and:

(i)  The person withdraws as a partner by express will, unless the withdrawal follows not later than ninety (90) days after another person’s dissociation by death or otherwise under § 7-12.1-601(6) through (10) or wrongful dissociation under this subsection;

(ii)  The person is expelled as a partner by judicial order under § 7-12.1-601(5);

(iii)  The person is dissociated under § 7-12.1-601(6); or

(iv)  In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated because it willfully dissolved or terminated.

(c)  A person that wrongfully dissociates as a partner is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the partner to the partnership or the other partners.

History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.