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Abstract

The Colorado Uniform Partnership Act ("CUPA") contains a subtle shortcoming. CUPA is a default statute that only operates in the absence of a governing agreement between two partners formed at the outset of the partnership. As with most things in this life, partnerships inevitably come to an end. When this happens, a partner is said to have "dissociated" from the partnership. Typically, this is followed by a dissolution of the partnership itself

Rather than terminating at that point, the partnership then goes into what is called the "winding up" period. Among other things, winding up involves liquidating all of the partnership's tangible assets down to cash for distribution. This is where the shortcoming presents itself It involves a single question: when partnership property takes the form of intellectual property, how do you equitably liquidate and distribute it in accordance with CUPA? As the law currently stands, a former partner is forced to give up the fruits of his labor to the benefit of another, more financially powerful partner. This "might makes right" mentality flies in the face of the theoretical underpinnings of property law, and intellectual property law in particular.

If and how minority partners have a legally cognizable interest in former intellectual partnership property are issues of first impression. Colorado is therefore in a unique position in that it has the opportunity to shape partnership law for the future. This Comment proposes resurrecting the common law doctrine of distributions in kind as an equitable alternative to forced liquidation in the case of intellectual partnership property. Though a legislative amendment to CUPA would be ideal, in truth it will fall upon the courts, sitting in equity, to effectuate this change. It is high time that CUPA, and analogous laws in other states, come to reflect the realities of intellectual property.

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