V. Rights of Assignees

Question 1

What are the rights that the assignee acquires upon the conveyance by a partner of his whole interest in the partnership?

Answer 1

• It entitles the assignee to receive in accordance with his contract the profits to which the assigning partners would otherwise be entitled.
• In case of fraud, the assignee may avail himself of the usual remedies.
• In case of a dissolution of the partnership, the assignee is entitled to receive his assignor’s interest.
• In case of a dissolution of the partnership, the assignee may also require an account rom the date only of the last account agreed to by all the partners.
• In no way does the conveyance of the whole interest 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 partnership books. [Art. 1813]

Question 2

When may the assignee exercise his right to ask the court for the dissolution of the partnership?

Answer 2

Art. 1831 provides, “On the application of the purchaser of a partner’s interest under Art. 1813 or 1814:

(1) After the termination of the specified term or particular undertaking;
(2) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.”