| | |
does not have a contribution obligation with regard to limited | | liability partnership obligations for which the partner is not | | liable under Section 306. See Comments to Section 401(b). |
|
| | | Subsection (a) draws no distinction as to the cause of | | dissolution. Thus, as among the partners, their liability is | | treated alike in all events of dissolution. That is a change | | from UPA Section 33(l). |
|
| | | Subsection (b) creates an exception to the general rule in | | subsection (a). It provides that a partner, who with knowledge | | of the winding up nevertheless incurs a liability binding on the | | partnership by an act that is inappropriate for winding up the | | business, is liable to the partnership for any loss caused | | thereby. |
|
| | | Section 806 is merely a default rule and may be varied in the | | partnership agreement. See Section 103(a). |
|
| | | §1087.__Settlement of accounts and contributions among partners |
|
| | | 1.__Application of assets.__In winding up a partnership's | | business, the assets of the partnership, including the | | contributions of the partners required by this section, must be | | applied to discharge the partnership's obligations to creditors, | | including, to the extent permitted by law, partners who are | | creditors.__Any surplus must be applied to pay in cash the net | | amount distributable to partners in accordance with their right | | to distributions under subsection 2. |
|
| | | 2.__Settlement of partnership accounts; distributions; | | contribution.__Each partner is entitled to a settlement of all | | partnership accounts upon winding up the partnership business.__ | | In settling accounts among the partners, profits and losses that | | result from the liquidation of the partnership assets must be | | credited and charged to the partners' accounts.__The partnership | | shall make a distribution to a partner in an amount equal to any | | excess of the credits over the charges in the partner's account.__ | | A partner shall contribute to the partnership an amount equal to | | any excess of the charges over the credits in the partner's | | account, but excluding from the calculation charges attributable | | to an obligation for which the partner is not personally liable | | under section 1034. |
|
| | | 3.__Contribution by other partners; recovery.__If a partner | | fails to contribute the full amount required under subsection 2, | | all of the other partners shall contribute, in the proportions in | | which those partners share partnership losses, the additional | | amount necessary to satisfy the partnership obligations for which | | they are personally liable under section 1034.__A partner or |
|
|