[§425E-606] Power to bind, and liability to, limited partnership before dissolution of partnership of a person dissociated as general partner.

219 words·~1 min read·/hi/425e-606

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under article 11, or merged out of existence under article 11, the limited partnership shall be bound by an act of the person only if:

(1)The act would have bound the limited partnership under section 425E-402 before the dissociation; and

(2)At the time the other party enters into the transaction:

(A)Less than two years has passed since the dissociation; and

(B)The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(b)If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the limited partnership to be bound shall be liable:

(1)To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a); and

(2)If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. [L 2003, c 210, pt of §1]