Also known as: express wills · express intention
Written by attorneys · grounded in primary & secondary sources — see below
A communication of intent by which a partner or member signals withdrawal from a business entity. The communication triggers dissociation when the entity receives notice of the stated intention.
Elena Estrada formed Echo Systems LLC with two co-members to develop software. After a dispute over project direction, Elena sent a signed letter to the other members declaring her immediate withdrawal. The company received the letter and treated Elena as dissociated the next day.
Eugene Ellsworth joined Empire Logistics as a partner in an at-will partnership. During a partners meeting Eugene stated he would leave at the end of the month. The remaining partners received the statement and began planning for his departure on that date.
Select any source to read its text and confirm it supports the definition.
Edith Eberhardt held a limited-partner interest in Eastern Electric LP. She delivered a formal notice to the general partner stating her intent to withdraw effective sixty days later. The partnership recorded the dissociation on the later date specified in the notice.
Ethan Evans served as a member of Enigma Technologies LLC. He emailed the managing member declaring his withdrawal but set the effective date three weeks in the future. The company received the email and dissociated Ethan on the date he had designated.
Emily Ellis practiced in a general partnership that had no fixed term. She mailed a letter to her partners announcing her withdrawal effective immediately. The partnership received the letter and dissociated Emily on the date of receipt.
Elise Everly acted as a general partner in a limited partnership. She delivered written notice to the limited partners stating her withdrawal would occur at month end. The partnership received the notice and dissociated Elise on the later date she had chosen.
No. A partner or member always possesses the power to dissociate by express will, yet the dissociation is wrongful if it breaches an express term of the governing agreement or occurs prematurely in a term or particular-undertaking entity.
Supporting sources
Dissociation occurs when the entity knows or has notice of the expressed will to withdraw. If the notice specifies a later date, dissociation takes effect on that later date.
Supporting sources
Once the entity has notice of the stated withdrawal date and begins to rely on it, later attempts to revoke the notice do not prevent dissociation from taking effect on the date originally specified.
Supporting sources
A partner or member who dissociates wrongfully remains liable to the entity and remaining owners for damages caused by the dissociation in addition to any preexisting obligations.
Supporting sources
…in the close corporation. In a partnership, a partner who feels abused by his fellow partners may cause dissolution by his “express will ... at any time” (G. L. c. 108A, § 31 [1] [b] and [2]) and recover his share of partnership assets and accumulated profits.[^maj-15] Fisher v. Fisher , 349 Mass. 675, 678 (1965). Fisher…