C.R.S. Section 7-60-138
Application of partnership property

(1)

When dissolution is caused in any way, except in contravention of the partnership agreement, each partner as against the other 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 7-60-136 (2), the expelled partner shall receive in cash only the net amount due the expelled partner 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 stated in subsection (1) of this section;

(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 of the partnership and for that purpose may possess the partnership property, if they secure the payment by bond approved by the court or pay to any partner who has caused the dissolution wrongfully the value of such partner’s interest in the partnership at the dissolution, less any damages recoverable under subparagraph (II) of paragraph (a) of this subsection (2), and in like manner indemnify such partner 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 (b) of this subsection (2), all the rights of a partner under subsection (1) of this section, subject to paragraph (a)(II) of this subsection (2);

(II)

If the business is continued under paragraph (b) of this subsection (2), the right as against the other partners and all claiming through them, in respect of their interests in the partnership, to have the value of such partner’s interest in the partnership, less any damages caused to the other partners by the dissolution, ascertained and paid to such partner in cash or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; except that, in ascertaining the value of such partner’s interest, the value of the goodwill of the business shall not be considered.

Source: Section 7-60-138 — Application of partnership property, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-07.­pdf (accessed Oct. 20, 2023).

7‑60‑101
Short title 7‑60‑102
Definitions 7‑60‑103
Knowledge and notice 7‑60‑104
Rules of construction 7‑60‑105
Rules for cases not covered 7‑60‑106
Partnership defined 7‑60‑107
Partnership determined - how 7‑60‑108
Partnership property 7‑60‑109
Partner agent of partnership 7‑60‑110
Conveyance of real property 7‑60‑111
Admission of partner binds partnership 7‑60‑112
Notice to partner - effect 7‑60‑113
Partner’s wrongful acts - liability 7‑60‑114
Partner’s breach of trust - liability 7‑60‑115
Nature of partner’s liability 7‑60‑116
Liability of purported partner 7‑60‑117
Liability of incoming partner 7‑60‑118
Rights and duties of partners 7‑60‑119
Partnership books 7‑60‑120
Duty to render information 7‑60‑121
Accountable as a fiduciary 7‑60‑122
Right to an account 7‑60‑123
Rights and duties beyond term 7‑60‑124
Property rights of a partner 7‑60‑125
Right in specific property 7‑60‑126
Nature of partner’s interest 7‑60‑127
Assignment of partner’s interest 7‑60‑128
Interest subject to charging order 7‑60‑129
Dissolution defined 7‑60‑130
Dissolution is not termination 7‑60‑131
Causes of dissolution 7‑60‑132
Dissolution by decree of court 7‑60‑133
General effect of dissolution 7‑60‑134
Right of partner to contribution 7‑60‑135
Power of partner to bind partnership after dissolution 7‑60‑136
Effect of dissolution on existing liability 7‑60‑137
Right to wind up 7‑60‑138
Application of partnership property 7‑60‑139
Rights dissolved for fraud 7‑60‑140
Rules for distribution 7‑60‑141
Liability of persons continuing business 7‑60‑142
Rights of retiring partner 7‑60‑143
Accrual of actions 7‑60‑144
Registration of partnerships 7‑60‑144.5
Statement of partnership authority or statement of denial 7‑60‑146
Limitations on distribution from limited liability partnerships 7‑60‑149
Limited liability partnership periodic reports 7‑60‑152.5
Registered agent - service of process 7‑60‑153
Application of corporation case law to set aside limited liability 7‑60‑154
Scope of article - choice of law - application to professions and occupations
Green check means up to date. Up to date

Current through Fall 2024

§ 7-60-138’s source at colorado​.gov