Okla. Stat. tit. 54, § 54-1-701

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 Section 40 of this

act, 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 subsection (b) of Section 46 of this act 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. Interest must be paid from the date of dissociation to the

date of payment.

(c) Damages for wrongful dissociation under subsection (b) of

Section 33 of this act, and all other amounts owing, whether or not

presently due, from the dissociated partner to the partnership, must

be offset against the buyout price. Interest must be paid from the

date the amount owed becomes due to the date of payment.

Oklahoma Statutes - Title 54. Partnership Page 34

(d) A partnership shall indemnify a dissociated partner whose

interest is being purchased against all partnership liabilities,

whether incurred before or after the dissociation, except

liabilities incurred by an act of the dissociated partner under

Section 35 of this act.

(e) If no agreement for the purchase of a dissociated partner's

interest is reached within one hundred twenty (120) days after a

written demand for payment, the partnership shall pay, or cause to

be paid, in cash to the dissociated partner the amount the

partnership estimates to be the buyout price and accrued interest,

reduced by any offsets and accrued interest under subsection (c) of

this section.

(f) If a deferred payment is authorized under subsection (h) of

this section, the partnership may tender a written offer to pay the

amount it estimates to be the buyout price and accrued interest,

reduced by any offsets under subsection (c) of this section, stating

the time of payment, the amount and type of security for payment,

and the other terms and conditions of the obligation.

(g) The payment or tender required by subsection (e) or (f) of

this section must be accompanied by the following:

(1) a statement of partnership assets and liabilities as of the

date of dissociation;

(2) the latest available partnership balance sheet and income

statement, if any;

(3) an explanation of how the estimated amount of the payment

was calculated; and

(4) written notice that the payment is in full satisfaction of

the obligation to purchase unless, within one hundred twenty (120)

days after the written notice, the dissociated partner commences an

action to determine the buyout price, any offsets under subsection

(c) of this section, or other terms of the obligation to purchase.

(h) A partner who wrongfully dissociates before the expiration

of a definite term or the completion of a particular undertaking is

not entitled to payment of any portion of the buyout price until the

expiration of the term or completion of the undertaking, unless the

partner establishes to the satisfaction of the court that earlier

payment will not cause undue hardship to the business of the

partnership. A deferred payment must be adequately secured and bear

interest.
erm or the completion of a particular undertaking is

not entitled to payment of any portion of the buyout price until the

expiration of the term or completion of the undertaking, unless the

partner establishes to the satisfaction of the court that earlier

payment will not cause undue hardship to the business of the

partnership. A deferred payment must be adequately secured and bear

interest.

(i) A dissociated partner may maintain an action against the

partnership, pursuant to subparagraph (ii) of paragraph (2) of

subsection (b) of Section 26 of this act, to determine the buyout

price of that partner's interest, any offsets under subsection (c)

of this section, or other terms of the obligation to purchase. The

action must be commenced within one hundred twenty (120) days after

the partnership has tendered payment or an offer to pay or within

one (1) year after written demand for payment if no payment or offer

Oklahoma Statutes - Title 54. Partnership Page 35

to pay is tendered. The court shall determine the buyout price of

the dissociated partner's interest, any offset due under subsection

(c) of this section, and accrued interest, and enter judgment for

any additional payment or refund. If deferred payment is authorized

under subsection (h) of this section, the court shall also determine

the security for payment and other terms of the obligation to

purchase. The court may assess reasonable attorney fees and the

fees and expenses of appraisers or other experts for a party to the

action, in amounts the court finds equitable, against a party that

the court finds acted arbitrarily, vexatiously, or not in good

faith. The finding may be based on the partnership's failure to

tender payment or an offer to pay or to comply with subsection (g)

of this section.