Section 1775.39. Rules for settling accounts between partners after dissolution

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:

(A) The assets of the partnership are:

(1) The partnership property;

(2) The contributions of the partners specified in division (D) of this section.

(B) The liabilities of the partnership shall rank in order of payment, as follows:

(1) Those owing to creditors other than partners;

(2) Those owing to partners other than for capital and profits;

(3) Those owing to partners in respect of capital;

(4) Those owing to partners in respect of profits.

(C) The assets shall be applied in the order of their declaration in division (A) of this section to the satisfaction of the liabilities.

(D) The partners shall contribute, as provided by division (A) of section 1775.17 of the Revised Code, but subject to the immunity from joint or several liability provided in division (B) of section 1775.14 of the Revised Code, the amount necessary to satisfy the liabilities specified in division (B) of this section; but if any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.

(E) An assignee for the benefit of creditors or any person appointed by the court may enforce the contributions specified in division (D) of this section.

(F) Any partner or the partner's legal representative may enforce the contributions specified in division (D) of this section, to the extent of the amount which the partner has paid in excess of the partner's share of the liability.

(G) The individual property of a deceased partner shall be liable for the contributions specified in division (D) of this section.

(H) When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors.

(I) Where a partner has become bankrupt or the partner's estate is insolvent the claims against the partner's separate property shall rank in the following order:

(1) Those owing to separate creditors;

(2) Those owing to partnership creditors;

(3) Those owing to partners by way of contribution.

Effective Date: 10-04-1996; 2008 HB332 01-01-2010