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This teaching case shows how a partnership used a consultant to help resolve certain accounting issues associated with its dissolution. Focusing on accounting theory, partnership accounting and contracts, this case can help develop critical thinking skills and can be used in several accounting courses (including advanced financial accounting and accounting theory) at both the graduate and upper division undergraduate levels. The case demonstrates that lawyers and others who form partnerships should develop well-crafted operating agreements that cover normal and unusual business transactions as well as the firm’s dissolution. Specifically, they should identify and assess all matters relevant to the dissolution process, including the compensation scheme and other contractual issues. The case emphasizes the importance of accurate and timely accounting information – both during a firm’s life and at its dissolution. The case requires students to balance GAAP and the fair/equitable treatment of the partners involved.

Partners in professional service firms, experts in their field, may not recognize the many issues that a partnership operating agreement (OA) should address, especially the distribution of firm assets upon dissolution. An OA should be written and should describe: (1) the business; (2) the partners‘ rights and responsibilities; (3) partners’ required initial investment and asset valuation criteria; (4) profit- and loss-sharing arrangements; (5) capital contribution/withdrawal provisions; and (6) distribution of assets upon firm dissolution. Ignoring possible dissolution invites almost certain disagreement and the risk of litigation. This teaching case provides the facts and recommendations developed by applying generally accepted accounting principles (GAAPs) to a law firm’s OA when the OA was silent regarding dissolution.