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