Colorado § 7-60-132 - Dissolution by decree of court.

§ 7-60-132. Dissolution by decree of court.

(1) On application by or for a partner, the court shall decree a dissolution if:

(a) A partner has been determined by the court to be mentally incompetent to such a degree that the partner is incapable of performing the partner's part of the partnership contract or a court of competent jurisdiction has made such a finding pursuant to part 3 or part 4 of article 14 of title 15 or section 27-65-110 (4) or 27-65-127;

(b) A partner becomes in any other way incapable of performing the partner's part of the partnership contract;

(c) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of business;

(d) A partner willfully or persistently commits a breach of the partnership agreement or otherwise so acts in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with the partner;

(e) The business of the partnership can only be carried on at a loss;

(f) Other circumstances render a dissolution equitable.

(2) On the application of the purchaser of a partner's interest under sections 7-60-127 and 7-60-128, the court shall decree a dissolution:

(a) After the termination of the stated term or particular undertaking;

(b) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.

Source: L. 31: p. 662, § 32. CSA: C. 123, § 32. CRS 53: § 104-1-32. C.R.S. 1963: § 104-1-32. L. 75: (1)(a) R&RE, p. 922, § 7, effective July 1. L. 91: (1)(a) amended, p. 1781, § 4, effective July 1. L. 2003: (2)(a) amended, p. 2236, § 113, effective July 1, 2004. L. 2004: (1)(a), (1)(b), and (1)(d) amended, p. 1427, § 88, effective July 1. L. 2010: (1)(a) amended, (SB 10-175), ch. 188, p. 777, § 4, effective April 29. L. 2022: (1)(a) amended, (HB 22-1256), ch. 451, p. 3222, § 6, effective August 10.

ANNOTATION

Law reviews. For article, "A Law Firm Pension Plan?", see 37 Dicta 351 (1960).

Section not used to defeat defendant-partner's rights. In the absence of substantial misconduct on a defendant-partner's part, a partner-plaintiff should not be permitted to defeat the defendant-partner's rights by the simple expedient of bringing suit. Master Garage, Inc. v. Bugdanowitz, 690 P.2d 879 (Colo. App. 1984).

Derivative actions not authorized. The Uniform Partnership Law contains no provision analogous to C.R.C.P. 23.1 or § 7-62-1001 that would give a general partner the right to bring a derivative action. Adams v. Land Servs., Inc., 194 P.3d 429 (Colo. App. 2008).

Date of dissolution by court decree. Where trial court record was replete with statements by partner of unwillingness to participate in partnership, the date partner filed action under this section was properly declared the date of dissolution for purposes of valuation of partnership interests. Master Garage, Inc. v. Bugdanowitz, 690 P.2d 879 (Colo. App. 1984).

Applied in Beals v. Tri-B Assocs., 644 P.2d 78 (Colo. App. 1982); First Nat'l Bank v. District Court, 652 P.2d 613 (Colo. 1982); Mahon v. Harst, 738 P.2d 1190 (Colo. App. 1987).