Curiously, the UPA (1914) does not expressly define the term wrongful dissolution. Instead, § 38(2) refers to a dissolution “caused in contravention of the partnership agreement” and thereafter sets out the consequences of having “dissolved wrongfully.” Hence, we infer that a wrongful dissolution is one that breaches the partnership agreement.
Unilateral withdrawal of a partner in a term partnership prior to the expiration of the specified term is the most common way in which a dissolution is deemed to breach the partnership agreement and thus qualify as wrongful. In some cases, however, courts have found that egregious breaches of fiduciary duty also qualify as wrongful. In G & S Investments v. Belman, for example, the defendant partner—one Thomas Nordale—began abusing cocaine. He threatened some of the other partners. He sexually propositioned a tenant of an apartment complex owned by the partnership. He occupied an apartment in the complex but refused to pay rent. He made a number of bad business decisions. Eventually the other partners got fed up and sued. The court agreed with them that Nordale’s conduct amounted to a wrongful dissolution:
Contrary to appellant's contention, Nordale's conduct was in contravention of the partnership agreement. Nordale's conduct affected the carrying on of the business and made it impracticable to continue in partnership with him. His conduct was wrongful and was in contravention of the partnership agreement, thus allowing the court to permit appellees to carry on the business....*
*700 P.2d 1358 (Ariz.App.1984). See also Page v. Page, 359 P.2d 41, 44 (Cal.1961) (“plaintiff has the power to dissolve the partnership by express notice to defendant. If, however, it is proved that plaintiff acted in bad faith and violated his fiduciary duties by attempting to appropriate to his own use the new prosperity of the partnership without adequate compensation to his co-partner, the dissolution would be wrongful and the plaintiff would be liable as provided by subdivision (2)(a) of Corporations Code, § 15038 (rights of partners upon wrongful dissolution) for violation of the implied agreement not to exclude defendant wrongfully from the partnership business opportunity.”).
The other partners doubtless were entitled to a dissolution under UPA (1914) § 32(1)(c), which authorizes a court to dissolve the partnership where: “A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business.” On these facts, dissolution under § 32(1)(d) likely also was available because Nordale had “so conduct[ed] himself in matters relating to the partnership business that it [was] not reasonably practicable to carry on the business in partnership with him.” The court’s willingness to treat Nordale’s conduct as giving rise to a wrongful dissolution had significant remedial advantages for the other partners, however.