Comment

(This is Section 306 of the Uniform Partnership Act (1997).)

1. Section 306(a) changes the UPA rule by imposing joint and several liability on the partners for all partnership obligations where the partnership is not a limited liability partnership. Under UPA Section 15, partners' liability for torts is joint and several, while their liability for contracts is joint but not several. About ten States that have adopted the UPA already provide for joint and several liability. The UPA reference to "debts and obligations" is redundant, and no change is intended by RUPA's reference solely to "obligations."

Joint and several liability under RUPA differs, however, from the classic model, which permits a judgment creditor to proceed immediately against any of the joint and several judgment debtors. Generally, Section 307(d) requires the judgment creditor to exhaust the partnership's assets before enforcing a judgment against the separate assets of a partner.

2. RUPA continues the UPA scheme of liability with respect to an incoming partner, but states the rule more clearly and simply. Under Section 306(a), an incoming partner becomes jointly and severally liable, as a partner, for all partnership obligations, except as otherwise provided in subsection (b). That subsection eliminates an incoming partner's personal liability for partnership obligations incurred before his admission as a partner. In effect, a new partner has no personal liability to existing creditors of the partnership, and only his investment in the firm is at risk for the satisfaction of existing partnership debts. That is presently the rule under UPA Sections 17 and 41(7), and no substantive change is intended. As under the UPA, a new partner's personal assets are at risk with respect to partnership liabilities incurred after his admission as a partner.

3. Subsection (c) alters classic joint and several liability of general partners for obligations of a partnership that is a limited liability partnership. Like shareholders of a corporation and members of a limited liability company, partners of a limited liability partnership are not personally liable for partnership obligations incurred while the partnership liability shield is in place solely because they are partners. As with