In the installment collection and distribution of cash after dissolution of a partnership, the liquidator must abide by the appropriate law, otherwise he may be liable to injured parties for the misappropriation of such cash. Accounting writers have for many years prescribed procedures designed to govern the liquidator's actions in such a distribution. It is the opinion of this writer that the methods appertaining to the partners' loans could be challenged from a legal standpoint. It is universally agreed that the claims of outside partnership creditors, Section 40(b)(1), are paramount to all others upon dissolution. The handling of partners bona fide loans to the partnership, 40(b)(II), involves the right of offset, according to accounting writers. This writer agrees that offset is a desirable procedure in many instances, but users must recognize its limitations in light of the doctrine of "marshaling of assets." Accounting writers have neglected to note that courts have not ruled on the validity of the right of offset as applied to the winding up of a partnership.