(1) If a partner's dissociation results in a dissolution and winding up of the partnership business, sections 67-439 to 67-445 apply; otherwise, sections 67-434 to 67-438 apply.

(a) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 67-441;

(b) The partner's duty of loyalty under subdivision (2)(c) of section 67-424 terminates; and

(c) The partner's duty of loyalty under subdivisions (2)(a) and (2)(b) of section 67-424 and duty of care under subsection (3) of section 67-424 continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 67-441.

Annotations

Under subsection (1) of this section, the 1998 Uniform Partnership Act creates separate paths through which a dissociated partner can recover partnership interests—dissolution with winding up of partnership business or mandatory buyout. Shoemaker v. Shoemaker, 275 Neb. 112, 745 N.W.2d 299 (2008).

When a partnership agreement mandates a buyout of a withdrawing partner's interest but fails to specify a remedy for the partnership's failure to pay, or to timely pay, the buyout price, the default rules for mandatory buyouts apply. Shoemaker v. Shoemaker, 275 Neb. 112, 745 N.W.2d 299 (2008).