RCW 25.10.806
355 words·~2 min read·
/wa/title-25/chapter-25-10/25-10-806·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(1)An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(a)Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under RCW 25.10.381 ; and
(b)At the time the third party enters into the transaction, the third party:
(i)Does not have notice of the conversion or merger; and
(ii)Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(2)An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(a)Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under RCW 25.10.381 if the person had been a general partner; and
(b)At the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party:
(i)Does not have notice of the dissociation;
(ii)Does not have notice of the conversion or merger; and
(iii)Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(3)If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection
(1)or
(2)of this section, the person is liable:
(a)To the converted or surviving organization for any damage caused to the organization arising from the obligation; and
(b)If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
[ 2009 c 188 s 1112 .]