4. Subsection (d) provides that, after filing and, if appropriate, recording a statement of dissolution, the partnership may file and record a new statement of partnership authority that will operate as provided in Section 303(d). A grant of authority contained in that statement is conclusive and may be relied upon by a person who gives value without knowledge to the contrary, whether or not the transaction is appropriate for winding up the partnership business. That makes the partners' record authority conclusive after dissolution, and precludes going behind the record to inquire into whether or not the transaction was appropriate for winding up.

§1086.__Partner's liability to other partners after dissolution

1.__Liable for partner's share.__Except as otherwise provided in subsection 2 and section 1034, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 1084.

2.__Liability for inappropriate act.__A partner who, with knowledge of the dissolution, incurs a partnership liability under section 1084, subsection 2 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.

Comment

(This is Section 806 of the Uniform Partnership Act (1997).)

Section 806 is the successor to UPA Sections 33(1) and 34, which govern the rights of partners among themselves with respect to post-dissolution liability.

Subsection (a) provides that, except as provided in Section 306(a) and subsection (b), after dissolution each partner is liable to the other partners by way of contribution for his share of any partnership liability incurred under Section 804. That includes not only obligations that are appropriate for winding up the business, but also obligations that are inappropriate if within the partner's apparent authority. Consistent with other provisions of this Act, Section 806(a) makes clear that a partner