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Partnership Question

Clackamas, OR |

I am in a three person partnershp. I am leaving the partnership. My other patners want me to take my percentage of the company debt and "give" them my shares. They do not want to buy me out. If this is the case, am I entitled to my percentage of the partnerships assets because they are unwilling to buy me out?

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Attorney answers 2


I am assuming none of this is stated in the partnership agreement. You might find it necessary to litigate the issue. It is not fair to demand you pay your share of the obligations and get nothing in return. You need to have a lawyer review the documents in case you are a personal guarantor on contracts, leases, rents, loans etc. These are very hard to get out of.

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Mr. Sarno is licensed to practice law in NJ and NY. His response here is not legal advice and does not create an attorney/ client relationship. The response is in the form of legal education and is intended to provide general information about the matter in question. Many times the questioner may leave out details which would make the reply unsuitable. Mr. Sarno strongly advises the questioner to confer with an attorney in their own state to acquire more information.


The correct answer would depend upon many facts, including how you structured the partnership, and how -- if at all -- you documented your relationship with your partners. For example, do you have a general partnership agreement? Do you have any other partnership documents, such as a buy-sell agreement, that would explain what to do in the case of a departing partner? Otherwise, the default law governing Oregon partnerships is in ORS Chapter 67. You should also be aware that partners in a general partnership must approve the transfer of a general partnership interest, unless a partnership agreement states otherwise. Your situation may be much more complex than you realize.

**Please understand that this is not legal advice, and please do not treat is as such.**

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