17-21-808. Settlement of accounts among partners.

(a) In winding up the partnership business, the assets of the partnership shall be applied to discharge its obligations to creditors, including partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions pursuant to subsection (b) of this section.

(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to that partner's positive balance. A partner shall contribute to the partnership an amount equal to that partner's negative balance only to the extent that negative balance is attributable to an obligation for which that partner is personally liable under W.S. 17-21-306.

(c) To the extent not taken into account in settling the accounts among partners pursuant to subsection (b) of this section, each partner shall contribute in the proportion in which the partner shares partnership losses, the amount necessary to satisfy those partnership obligations for which the partner is personally liable under W.S. 17-21-306. If a partner fails or is not obligated to contribute, the other partners shall contribute in the proportions in which the partners share partnership losses, the additional amount necessary to satisfy those partnership obligations for which the partners are personally liable under W.S. 17-21-306. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations but only to the extent such contributions are made on account of obligations for which the other partners are liable under W.S. 17-21-306.

(d) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership under subsection (b) of this section.

(e) An assignee for the benefit of creditors of a partnership or a partner or a person appointed by the court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership under subsection (b) of this section.