Section 40. Rules determining rights and duties of partners. 41. Partnership books. 42. Duty of partners to render information. 43. Partner accountable as a fiduciary. 44. Right to an account. 45. Continuation of partnership beyond fixed term. S 40. Rules determining rights and duties of partners. The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: 1. Each partner shall be repaid his contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and except as provided in subdivision (b) of section twenty-six of this chapter, each partner must contribute toward the losses, whether of capital or otherwise, sustained by the partnership according to his share in the profits. 2. Except as provided in subdivision (b) of section twenty-six of this chapter, the partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business, or for the preservation of its business or property. 3. A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which he agreed to contribute, shall be paid interest from the date of the payment or advance. 4. A partner shall receive interest on the capital contributed by him only from the date when repayment should be made. 5. All partners have equal rights in the management and conduct of the partnership business. 6. No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the partnership affairs. 7. No person can become a member of a partnership without the consent of all the partners. 8. Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners. S 41. Partnership books. The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them. S 42. Duty of partners to render information. Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability. S 43. Partner accountable as a fiduciary. 1. Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property. 2. This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner. S 44. Right to an account. Any partner shall have the right to a formal account as to partnership affairs: 1. If he is wrongfully excluded from the partnership business or possession of its property by his copartners, 2. If the right exists under the terms of any agreement, 3. As provided by section forty-three, 4. Whenever other circumstances render it just and reasonable. S 45. Continuation of partnership beyond fixed term. 1. When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will. 2. A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership.
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Civil Practice Law & Rules
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Section 50. Extent of property rights of a partner. 51. Nature of a partner`s right in specific partnership property. 52. Nature of partner`s interest in the partnership. 53. Assignment of partner`s interest. 54. Partner`s interest subject to charging order. S 50. Extent of property rights of a partner. The property rights of a partner are (a) his rights in specific partnership property, (b) his interest in the partnership, and (c) his right to participate in the management. S 51. Nature of a partner`s right in specific partnership property. 1. A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership. 2. The incidents of this tenancy are such that: (a) A partner, subject to the provisions of this chapter and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes; but he has no right to possess such property for any other purpose without the consent of his partners. (b) A partner`s right in specific partnership property is not assignable except in connection with the assignment of the rights of all the partners in the same property. (c) A partner`s right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws. (d) On the death of a partner his right in specific partnership property vests in the surviving partner or partners, except where the deceased was the last surviving partner, when his right in such property vests in his legal representative. Such surviving partner or partners, or the legal representative of the last surviving partner, has no right to possess the partnership property for any but a partnership purpose. (e) A partner`s right in specific partnership property is not subject to dower, curtesy, or allowances to surviving spouses, heirs, or next of kin. S 52. Nature of partner`s interest in the partnership. A partner`s interest in the partnership is his share of the profits and surplus and the same is personal property. S 53. Assignment of partner`s interest. 1. A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled. 2. In case of a dissolution of the partnership, the assignee is entitled to receive his assignor`s interest and may require an account from the date only of the last account agreed to by all the partners. S 54. Partner`s interest subject to charging order. 1. On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon. Upon such application or upon the granting of an order attaching the interest of the debtor partner before judgment, the court may then or later appoint a receiver of his share of the profits, and of any other money due or to fall due to him in respect of the partnership, and make all other orders, directions, accounts and inquiries which the debtor partner might have made, or which the circumstances of the case may require. 2. The interest charged may be redeemed at any time before foreclosure, or in case of a sale being directed by the court may be purchased without thereby causing a dissolution: (a) With separate property, by any one or more of the partners, or (b) With partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold. 3. Nothing in this act shall be held to deprive a partner of his right, if any, under the exemption laws, as regards his interest in the partnership.