In support of its holding, the Oregon court looked to the Michigan case of Rinke v. Rinke, 48 N.W.2d 201 (Mich. 1951). Rinke involved two withdrawing partners seeking dissolution of two family partnerships, one a hardware and appliance business and the other dealing with the sale and servicing of automobiles.

There are an equal number of cases wherein courts have refused to imply a fixed term. See, e.g., Napoli v. Domnitch, 18 A.D.2d 707, 236 NYS2d 549 (1962); Frey v. Hauke, 171 Neb. 852, 108 N.W.2d 228 (1961); Page v. Page, 55 Cal.2d 192, 10 Cal Rptr 643, 359 P.2d 41 (1961); Rinke v. Rinke, 330 Mich. 615, 48 N.W.2d 201 (1951); Seufert v. Gille, 230 Mo 453, 131 S.W. 102 (1910). A common rule can be drawn from the above-cited cases.

The argument follows that since assets of the partnership were no longer being used to earn profits, Svihl is not entitled to share in the profits. Gress refers us to Rinke v. Rinke, 330 Mich. 615, 48 N.W.2d 201 (1951); Sechrest v. Sechrest, 248 Wis. 516, 22 N.W.2d 594 (1946), and an annotation, 80 A.L.R. 12, Partnership — Profits After Dissolution, at 53, 54 (1932), in support of the argument that where there has clearly been a sale or absolute termination of a partner's interest, there is no right to share in profits earned subsequent to the sale or termination, since no partnership assets are being used to produce profits. Such an argument leads us to the question of whether there is evidence of a valid sale of the cattle trailer, a partnership asset, by Gress acting in his partnership capacity to Gress acting in an individual capacity.

Logoluso v. Logoluso, 43 Cal.Rptr. 678 (1965); Gathright v. Fulton, 122 Va. 17, 94 S.E. 191, 194 (1917). While at least one court has permitted in-kind distribution, absent an agreement by all partners, Rinke v. Rinke, 330 Mich. 615, 48 N.W.2d 201 (1951), the court's holding in that case was limited. In Rinke, the court stated:

Construing together pertinent provisions of the statute leads to the conclusion that it was not the intention of the legislature in the enactment of the uniform partnership act to impose a mandatory requirement that, under all circumstances, the assets of a dissolved partnership shall be sold and the money received therefor divided among those entitled to it. . . .Rinke v. Rinke, 330 Mich. 615, 628, 48 N.W.2d 201 (1951) (dictum). Reading the foregoing cases and various acts together, as we are bound to do, Jones v. St. Louis-San Francisco Ry., 728 F.2d 257, 262 (6th Cir. 1984); Workman v. Detroit Auto. Inter-Insurance Exchange, 404 Mich. 477, 507, 274 N.W.2d 373 (1979); In re Bryant, 323 Mich. 424, 437, 35 N.W.2d 371 (1949); Grand Rapids v. Crocker, 219 Mich. 178, 182-183, 189 N.W. 221 (1922), and after reviewing the cases from sister jurisdictions interpreting similar, if not identical statutes, it is clear that it is contemplated under both acts that the business of a dissolved partnership may be continued by the remaining partner so long as the withdrawing partners accept a tender of their respective equity interests.

ion absent agreement to do otherwise, some courts construing statutes identical to section .330 have refused to compel liquidation.See, e.g., Nicholes v. Hunt, 273 Or. 255, 541 P.2d 820, 827 (1975) ("There is no express provision in [the Uniform Partnership Act (UPA)] which establishes liquidation by sale as the exclusive mode of distributing partnership assets after dissolution."); see also Logoluso v. Logoluso, 233 Cal.App.2d 523, 43 Cal.Rptr. 678, 682 (1965) (holding that court has authority to distribute partnership property in kind); Swann v. Mitchell, 435 So.2d 797, 800 (Fla. 1983) (stating that "where circumstances exist which would render distribution in kind, or another method of disposition, to be more favorable to the interests of the parties, such a distribution is permissible and desired"); Creel v. Lilly, 354 Md. 77, 729 A.2d 385, 399 (1999) (holding that "nothing in Maryland's UPA . . . or any of our case law . . . supports an unequivocal requirement of a forced sale"); Rinke v. Rinke, 330 Mich. 615, 48 N.W.2d 201, 207 (1951) (stating that "it was not the intention of the legislature in the enactment of the [UPA] to impose a mandatory requirement that, under all circumstances, the assets of a dissolved partnership shall be sold"); Schoenborn v. Schoenborn, 402 N.W.2d 212, 214 (Minn.App. 1987) (holding that partnership statute "does not create an absolute right to a sale"). We decline to follow the line of cases holding that the statute requires liquidation.

. . . There is no express provision in [the UPA] which establishes liquidation by sale as the exclusive mode of distributing partnership assets after dissolution. . . . Courts, both prior and subsequent to adopting the UPA, have, under certain circumstances, relied upon their equitable powers to distribute partnership assets without resort to sale. In Rinke v. Rinke, 330 Mich. 615, 48 N.W.2d 201, 207 (1951), a suit for dissolution of a partnership, the Michigan Supreme Court . . . interpreted the [UPA] by stating "* * * [t]he decree of the trial court provided for dividing the assets of the partnerships rather than for the sale thereof and the distribution of cash proceeds.

We cannot agree with the contention of appellant that the burden of proof was upon the appellee to prove that the lease between the corporation and appellee was entered into in good faith. In Rinke v. Rinke, 330 Mich. 615, this Court held that where a partner alleges fraud against a copartner, the burden rests on the party claiming the fraud to establish such fact by clear and satisfactory proof. The corporation had the right to terminate the lease and supplemental agreement, and it was the corporation's decision that plaintiff could not continue as a partner of defendant in the operation of the cafeteria.

Langdell v. Langdell, 285 Mich. 268, 271. See, also, Rinke v. Rinke, 330 Mich. 615, 630. Decree affirmed. Costs to plaintiff.

Plaintiff also maintained that the partners agreed “[t]o work together to create, design, launch, fund, market, and make changes and improvements, as necessary, to the website, or other websites they may develop[.]” Therefore, because there was no specific term set forth in the partnership agreement, which was open-ended about the partnership's undertakings with regard to developing websites then and in the future, the partnership could be dissolved by the express will of any partner pursuant to the UPA. MCL 449.31(1)(b); Rinke v. Rinke, 330 Mich. 615, 623–624, 48 N.W.2d 201 (1951). Accordingly, neither Clinesmith nor Beierling breached the partnership agreement when they dissolved the partnership, and the trial court properly granted summary disposition for defendants on plaintiff's claim alleging breach of the partnership agreement.