Causation of dissolution

(a) Dissolution is caused: (1) By the termination of the definite term or particular undertaking specified in the agreement; (2) By the express will or withdrawal of any partner; (3) By the expulsion of any partner from the business in accordance with the terms of the agreement between the partners; (4) 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; (5) By the death of any partner, unless there is a written agreement between the partners expressly providing otherwise; (6) By decree of court under Code Section 14-8-32; (7) In other circumstances as provided in the agreement between the partners. (b) Unless otherwise provided in the partnership agreement, dissolution is not caused solely by admission of a new partner. (c) Subject to contrary agreement of the partners, a dissolution is not in contravention of the partnership agreement if it is caused at any time by the express will of all of the partners who have not assigned their interests or suffered them to be charged for their separate debts. (Code 1981, § 14-8-31, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1985, p. 1436, § 2.) 921 14-8-31 CORPORATIONS & PARTNERSHIPS Note to Uniform Partnership Act This section states the events that cause dissolution, as well as one non-cause of dissolution — admission of a partner. Prior Georgia Law Paragraph (a)(1): This cause was specified in prior O.C.G.A. § 14-8-24(b). Paragraph (a)(2): This is inconsistent with prior Georgia law, which permitted dissolution by express will of a partner only in a partnership at will, and then only upon three months notice (prior O.C.G.A. § 14-8-24(a)) or with the consent of all of the other partners (prior O.C.G.A. § 14-8-90). Paragraph (a)(3): There was no comparable provision. Prior case law was consistent. See Heard v. Carter, 159 Ga. App. 801, 285 S.E.2d 146 (1981). Paragraph (a)(4): There was no comparable provision or case law. Paragraph (a)(5): This cause was specified in prior O.C.G.A. §§ 14-8-24(b) and 14-8-90. The latter provision, like new paragraph (a)(5), provided that the partners could avoid dissolution by contrary agreement. Paragraph (a)(6): See the Comment to § 14-8-32. Paragraph (a)(7): There was no comparable provision or case law. Subsection (b): There was no comparable provision and prior case law was apparently inconsistent. See Fenner & Beane v. Nelson, 64 Ga. App. 600, 13 S.E.2d 694 (1941). Subsection (c): There was no comparable provision. An additional cause of dissolution under prior Georgia case law but not under new § 14-8-31 was bankruptcy of a partner or of the partnership. See Meinhard, Schaul & Co. v. Folsom Bros., 3 Ga. App. 251, 59 S.E. 830 (1907). Official UPA This section has been substantially changed from the official version. The distinction between causes in contravention of the partnership agreement and those not in contravention has been deleted, in order to clarify that the parties’ agreement and not the Act should control. Accordingly, the lead-in to official subsection 31(1), official subsections 31(1)(c) and 31(2), and the reference to ‘‘definite term or particular undertaking’’ in official subsection 31(1)(b) have been deleted, since all of this language was relevant only to whether the dissolution was ‘‘in contravention.’’ However, subsection (c) has been added in order to clarify that, in the absence of contrary agreement, a dissolution is not in contravention when it is opposed only by assigned or charged partners. The reference to partner withdrawal has been added to paragraph (a)(2). Bankruptcy of a partner or of the partnership has been deleted as a cause of dissolution. Paragraph (a)(5) has been changed from official subsection 31(4) to permit the partners to avoid dissolution upon death of a partner. Paragraph (a)(7) has been added. Finally, subsection (b) has been added in order to specifically reverse the contrary implication in Fenner & Beane v. Nelson, supra. Cross-References Continuation of partnership after expiration of agreed term: § 14-8-23. Assignment of partnership interest as not causing dissolution: § 14-8-27(b). Definition of 922 14-8-32 dissolution: § 14-8-29. Dissolution distinguished from termination and winding up: § 14-8-30. Grounds of dissolution by decree of court: § 14-8-32. Consequences of dissolution: § 14-8-33 et seq.