LAW 633 Lecture Notes - Lecture 11: Charging Order, Fungibility
31 May 2020
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Partner"s obligation to make a contribution is not excused by death, disability, termination or other inability to perform personally. Partner is obligated to pay for performance contribution if cannot perform at the option of the partnership. The partnership may excuse the contribution obligation by a unanimous vote. Creditors in reliance and without knowledge or notice of the excusal of the obligation may enforce: rupa 405. However, the partnership"s obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as partner on whose account the distribution is made: disassociation. Power to disassociate and wrongful disassociation: (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 section 601(1). The liability is in addition to any debt, obligation, or other liability of the partner to the partnership or the other partners.
