Cindy,a 20% General Partner in the CDE Partnership,wants to Retire

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 assets consist primarily of unrealized receivables and cash.The partnership also has substantial going concern value (goodwill)which is probably its most valuable asset.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?