What is the test for repudiation of a partnership agreement when one partner dissociates from the partnership?

California, United States of America


The following excerpt is from Huntsman v. Krupnick, 2d Civil No. B253877 (Cal. App. 2015):

Respondents constituted at least half of the partners. Thus, if respondents dissociated from the partnership, it was "dissolved, and its business shall be wound up." ( 16801, subd. (1).) But the jury did not find, as appellant contends, that respondents had "repudiat[ed] the partnership and exclud[ed] [him] from the practice . . . ." The jury expressly found that respondents had not breached the partnership agreement. By this express finding, the jury necessarily found that respondents had not repudiated the partnership and excluded appellant from the practice. Such a repudiation and exclusion would have breached the partnership agreement. (See Gherman v. Colburn (1977) 72 Cal.App.3d 544, 557-558 ["where one partner excludes the other, repudiates the very existence of the partnership and converts all of the partnership assets, the victim may sue for damages without seeking judicial dissolution and an accounting" because "the guilty partner has breached (i.e., repudiated) the basic agreement which created the partnership"].)

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