LD 1609
pg. 111
Page 110 of 148 An Act To Establish the Uniform Partnership Act Page 112 of 148
Download Bill Text
LR 1469
Item 1

 
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.

 
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.

 
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).

 
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.

 
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.

 
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,


Page 110 of 148 Top of Page Page 112 of 148