The Ps and D are all brothers formed a partnership that operated two feed mills. On 10/4/1975, Ps served D with a notice of dissolution and wind-up of the partnership. The parties could not agree on a winding up. At the March 4, 1977 hearing, D requested that the property be sold pursuant to sec. 178.33(1) and the court allowed a sale at which the partners would bid on the entire property. Ps would continue to operate the mills and D's equity will be satisfied in cash. On 2/20/1978, the court rejected this option and instead divided the partnership assets in-kind. The P's were given physical assets from one mill and D got physical assets of another.

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