Corporations, Associations, and Partnerships


SECTION 7-12-47

§ 7-12-47. Effect of dissolution on partner's existing liability.

(a) The dissolution of the partnership does not of itself discharge the existing liability of any partner.

(b) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between him or herself, the partnership creditor, and the person or partnership continuing the business. An agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.

(c) Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed are discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of the obligations.

(d) The individual property of a deceased partner is liable for those obligations of the partnership incurred while he or she was a partner and for which he or she is liable under § 7-12-26, but subject to the prior payment of his or her separate debts.

History of Section.
(R.P.L. 1957, ch. 74, § 36; P.L. 1996, ch. 270, § 1.)