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the completion of the winding up process. Since no filing or other | | formality is required, the date will often be determined only by | | hindsight. No legal rights turn on the partnership's termination | | or the date thereof. Even after termination, if a previously | | unknown liability is asserted, all of the partners are still | | liable. |
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| | | 2. Section 802(b) makes explicit the right of the remaining | | partners to continue the business after an event of dissolution | | if all of the partners, including the dissociating partner or | | partners, waive the right to have the business wound up and the | | partnership terminated. Only those "dissociating" partners whose | | dissociation was the immediate cause of the dissolution must | | waive the right to have the business wound up. The consent of | | wrongfully dissociating partners is not required. |
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| | | 3. Upon waiver of the right to have the business wound up, | | Paragraph (1) of the subsection provides that the partnership | | entity may resume carrying on its business as if dissolution had | | never occurred, thereby restoring the scope of its business to | | normal. "Resumes" is intended to mean that acts appropriate to | | winding up, authorized when taken, are in effect ratified, and | | the partnership remains liable for those acts, as provided | | explicitly in paragraph (2). |
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| | | If the business is continued following a waiver of the right | | to dissolution, any liability incurred by the partnership or a | | partner after the dissolution and before the waiver is to be | | determined as if dissolution had never occurred. That has the | | effect of validating transactions entered into after dissolution | | that might not have been appropriate for winding up the business, | | because, upon waiver, any liability incurred by either the | | partnership or a partner in those transactions will be determined | | under Sections 702 and 703, rather than Sections 804 and 806. |
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| | | As to the liability for those transactions among the partners | | themselves, the partners by agreement may provide otherwise. | | Thus, a partner who, after dissolution, incurred an obligation | | appropriate for winding up, but not appropriate for continuing | | the business, may protect himself by conditioning his consent to | | the continuation of the business on the ratification of the | | transaction by the continuing partners. |
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| | | Paragraph (2) of the subsection provides that the rights of | | third parties accruing under Section 804(1) before they knew (or | | were notified) of the waiver may not be adversely affected by the | | waiver. That is intended to mean the partnership is bound, | | notwithstanding a subsequent waiver of dissolution and resumption | | of its business, by a transaction entered into after dissolution | | that was appropriate for winding up the partnership business, |
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