LD 1609
pg. 144
Page 143 of 148 An Act To Establish the Uniform Partnership Act Page 145 of 148
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LR 1469
Item 1

 
dissolution can require the purchase of such partner's interest for
value.

 
RUPA provides that for a period of 2 years after dissociation,
a partner has apparent authority to bind the partnership under
the conditions set forth. The dissociated partner is liable to
the partnership for any damages resulting from an obligation
improperly incurred by the dissociated partner. There is no
similar provision under current Maine law.

 
Under RUPA, a dissociation does not automatically discharge
the partner's liability for predissociation partnership
obligations, but does discharge postdissociation liabilities
except in enumerated circumstances. There is no similar
provision under current Maine law.

 
RUPA provides that a dissociated partner may file a statement
of dissociation. This statement terminates the dissociated
partner's authority to transfer partnership property, apparent
authority and continuing liability to 3rd parties 30 days after
it is filed. The filing is voluntary. The proposed Maine
provision shortens the time before the statement takes effect
under RUPA from 90 days to 30 days. There is no similar
provision under current Maine law.

 
Under RUPA, a dissociated partner is not liable for
partnership liabilities if the partnership name or use of the
dissociated partner's name is continued. There is no similar
provision under current Maine law.

 
The events that cause a dissolution are found in the Maine
Revised Statutes, Title 31, section 311, with respect to actions
by the partners, and section 312, with respect to judicial
dissolution. RUPA enumerates those default events when a
partnership is dissolved and its business wound up. If one of
these events does not occur or if the partnership agreement
provides that such event does not cause a dissolution, then the
dissociated partner is bought out and the partnership continues.

 
Under current Maine law, a partnership continues after
dissolution only for the purposes of winding up its business.
All partners who have not caused a wrongful dissolution may
continue the partnership and its operations. RUPA provides that
a partnership continues after dissolution only for the purpose of
winding up its business. However, all remaining partners,
including the dissociated partner if the dissociation was not
wrongful, have the right to continue the partnership and its
operations.


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