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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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