Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

Comment

(This is Section 705 of the Uniform Partnership Act (1997).)

Section 705 is an edited version of UPA Section 41(10) and provides that a dissociated partner is not liable for the debts of the continuing business simply because of continued use of the partnership name or the dissociated partner's name as a part thereof. That prevents forcing the business to forego the good will associated with its name.

SUBCHAPTER 8

WINDING UP PARTNERSHIP BUSINESS

§1081.__Events causing dissolution and winding up of partnership

business

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:

1.__Notice of express will to withdraw.__In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under section 1061, subsections 2 to 10, of that partner's express will to withdraw as a partner, or on a later date specified by the partner;

2.__Dissolution before expiration of term.__In a partnership for a definite term or particular undertaking:

A.__Within 90 days after a partner's dissociation by death or otherwise under section 1061, subsections 6 to 10 or wrongful dissociation under section 1062, subsection 2, the express will of at least 1/2 of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to section 1062, subsection 2, paragraph B, subparagraph (1) constitutes the expression of that partner's will to wind up the partnership business;

B.__The express will of all of the partners to wind up the partnership business; or