LD 1609
pg. 101
Page 100 of 148 An Act To Establish the Uniform Partnership Act Page 102 of 148
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LR 1469
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within two years after departure, if the other party does not have
notice of the partner's dissociation and reasonably believes when
entering the transaction that the dissociated partner is still a
partner. The dissociated partner is not personally liable,
however, if the other party is deemed to know of the dissociation
under Section 303(e) or to have notice thereof under Section
704(c). Also, a dissociated partner is not personally liable for
limited liability partnership obligations for which the partner is
not personally liable under Section 306.

 
Section 703(b) operates similarly to Section 702(a) in that it
requires reliance on the departed partner's continued partnership
status, as well as lack of notice. Under Section 704(c), a
statement of dissociation operates conclusively as constructive
notice 90 days after filing for the purposes of Section 703(b)(3)
and, under Section 704(b), as constructive knowledge when
recorded for the purposes of Section 303(d) and (e).

 
Section 703(c) continues the rule of UPA Section 36(2) that a
departing partner can bargain for a contractual release from
personal liability for a partnership obligation, but it requires
the consent of both the creditor and the remaining partners.

 
Section 703(d) continues the rule of UPA Section 36(3) that a
dissociated partner is released from liability for a partnership
obligation if the creditor, with notice of the partner's
departure, agrees to a material alteration in the nature or time
of payment, without that partner's consent. This rule covers all
partner dissociations and is not limited, as is the UPA rule, to
situations in which a third party "agrees to assume the existing
obligations of a dissolved partnership."

 
In general under RUPA, as a result of the adoption of the
entity theory, relationships between a partnership and its
creditors are not affected by the dissociation of a partner or by
the addition of a new partner, unless otherwise agreed.
Therefore, there is no need under RUPA, as there is under the
UPA, for an elaborate provision deeming the new partnership to
assume the liabilities of the old partnership. See UPA Section
41.

 
The "dual priority" rule in UPA Section 36(4) is eliminated to
reflect the abolition of the "jingle rule," providing that
separate debts have first claim on separate property, in order to
conform to the Bankruptcy Code. See Comment 2 to Section 807. A
deceased partner's estate, and thus all of his individual
property, remains liable for partnership obligations incurred
while he was a partner, however.


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