17-21-404; or

17-21-404; or

(C) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner.

(vi) The partner's:

(A) Becoming a debtor in bankruptcy;

(B) Executing an assignment for the benefit of creditors;

(C) Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of that partner or of all or substantially all of that partner's property; or

(D) Failing within ninety (90) days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within ninety (90) days after the expiration of a stay to have the appointment vacated.

(vii) In the case of a partner who is an individual:

(A) The partner's death;

(B) The appointment of a guardian or general conservator for the partner; or  (C) A judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement.

(viii) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely the substitution of a successor trustee;

(ix) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely the substitution of a successor personal representative; or

(x) Termination of a partner who is not an individual, partnership, corporation, trust or estate.

17-21-602. Partner's wrongful dissociation.

(a) A partner's dissociation is wrongful only if:

(i) It is in breach of an express provision of the partnership agreement; or

(ii) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:

(A) The partner withdraws by express will, unless the withdrawal follows the dissociation of another partner and results in a right to dissolve the partnership under W.S. 17-21-801(a)(ii)(A);

(B) The partner is expelled by judicial decree under W.S. 17-21-601; or

(C) In case of a partner who is not an individual, trust other than a business trust or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.

(b) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. That liability is in addition to any other liability of the partner to the partnership or to the other partners.

17-21-603. Effect of partner's dissociation.

(a) A dissociated partner's interest in the partnership shall be purchased pursuant to article 7 of this chapter unless the partner's dissociation results in a dissolution and winding up of the partnership business under article 8 of this chapter.

(b) Upon a partner's dissociation, that partner's right to participate in the management and conduct of the partnership business is terminated, except as provided in W.S. 17-21-804, and that partner's duties under:

(i) W.S. 17-21-404(b)(i) and (ii) and (d) continue only with regard to matters or events that occurred before the dissociation; and

(ii) W.S. 17-21-404(b)(iii) terminate.

ARTICLE 7 - PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP

17-21-701. Purchase of dissociated partner's interest.

(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under W.S. 17-21-801, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (b) of this section.

(b) The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under W.S. 17-21-808(b) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. In either case, the sale price of the partnership assets shall be determined on the basis of the amount that would be paid by a willing buyer to a willing seller, neither being under any compulsion to buy or sell, and with knowledge of all relevant facts. Interest shall be paid from the date of dissociation to the date of payment.  (c) Damages for wrongful dissociation under W.S.