§425-135 - Dissociated partner's liability to other persons.
§425-135 Dissociated partner's liability toother persons. (a) A partner's dissociation does not of itself dischargethe partner's liability for a partnership obligation incurred beforedissociation. A dissociated partner is not liable for a partnership obligationincurred after dissociation, except as otherwise provided in subsection (b).
(b) A partner who dissociates withoutresulting in a dissolution and winding up of the partnership business is liableas a partner to the other party in a transaction entered into by thepartnership within two years after the partner's dissociation, only if thepartner is liable for the obligation under section 425-117 and at the time ofentering into the transaction the other party:
(1) Reasonably believed that the dissociated partnerwas then a partner;
(2) Did not have notice of the partner'sdissociation; and
(3) Is not deemed to have had knowledge under section425-114(b) or notice under section 425-136(c).
(c) By agreement with the partnership creditorand the partners continuing the business, a dissociated partner may be releasedfrom liability for a partnership obligation.
(d) A dissociated partner is released fromliability for a partnership obligation if a partnership creditor, with noticeof the partner's dissociation but without the partner's consent, agrees to amaterial alteration in the nature or time of payment of a partnershipobligation. [L 1999, c 284, pt of §1]