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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. |
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| | 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). |
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| | 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. |
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| | 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." |
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| | 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. |
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| | 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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