LD 1609
pg. 117
Page 116 of 148 An Act To Establish the Uniform Partnership Act Page 118 of 148
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LR 1469
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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


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