Dreifuerst v. Dreifuerst
Court of Appeals of Wisconsin
280 N.W.2d 335 (1979)
Several Dreifuerst brothers ran a partnership operating two feed mills with no written partnership agreement. Most of the brothers (plaintiffs) voted to dissolve and sued for dissolution and wind-up after notifying the remaining brother (defendant). The defendant asked the court to order a sale under UPA § 38(1) where the partners themselves could bid, letting the plaintiffs keep running the business while he was cashed out - but the trial court instead simply split the physical assets in kind, giving one mill's assets to the plaintiffs and the other's to the defendant. The defendant appealed that in-kind division.
Whether a partner may force a sale of partnership assets upon lawful dissolution and wind-up, rather than accept an in-kind division of those assets, in the absence of a written agreement providing otherwise.