Cindy, a 20% General Partner in the CDE Partnership, Wants

Essay

Cindy, a 20% general partner in the CDE Partnership, wants to retire and has approached the other partners about having the partnership buy her out. The partnership is a cash basis, service-oriented partnership in which Cindy is an active partner. The partnership's assets consist primarily of unrealized receivables and cash. The partnership also
has substantial going concern value goodwill) which is probably its most valuable asset. Goodwill payments are not currently provided for in the partnership agreement, but the partnership agreement can be amended to include goodwill payments if that is advantageous. The other partners in the partnership are also active in the business and are not related to Cindy.
Discuss from Cindy's viewpoint how you would structure the liquidation of her interest under § 736. Answer as if you are her advocate. Do you think the other partners will agree with this structure? If not, what structure would they prefer?