TITLE 7
Corporations, Associations, and Partnerships
CHAPTER 7-12
Partnerships
SECTION 7-12-52
§ 7-12-52 Liability of persons continuing
the business in certain cases.
(a) When any new partner is admitted into an existing partnership, or when any
partner retires and assigns (or the representative of the deceased partner
assigns) his or her rights in partnership property to two (2) or more of the
partners, or to one or more of the partners, and one or more third persons, if
the business is continued without liquidation of the partnership affairs,
creditors of the first or dissolved partnership are also creditors of the
partnership continuing the business.
(b) When all but one partner retire and assign (or the
representative of the deceased partner assigns) their rights in partnership
property to the remaining partner, who continues the business without
liquidation of partnership affairs, either alone or with others, creditors of
the dissolved partnership are also creditors of the person or partnership
continuing the business.
(c) When any partner retires or dies and the business of the
dissolved partnership is continued as described in subsections (a) and (b),
with the consent of the retired partners or the representative of the deceased
partner, but without any assignment of his or her right in partnership
property, rights of creditors of the dissolved partnership and of the creditors
of the person or partnership continuing the business are as if the assignment
had been made.
(d) When all the partners or their representatives assign
their rights in partnership property to one or more third persons who promise
to pay the debts and who continue the business of the dissolved partnerships,
creditors of the dissolved partnerships are also creditors of the person or
partnership continuing the business.
(e) When any partner wrongfully causes a dissolution and the
remaining partners continue the business under the provision of §
7-12-49(b)(2), either alone or with others, and without liquidation of the
partnership affairs, creditors of the dissolved partnership are also creditors
of the person or partnership continuing the business.
(f) When a partner is expelled and the remaining partners
continue the business either alone or with others, without liquidation of the
partnership affairs, creditors of the dissolved partnership are also creditors
of the person or partnership continuing the business.
(g) The liability of a third person becoming a partner in the
partnership continuing the business, under this section, to the creditors of
the dissolved partnership is satisfied out of partnership property only.
(h) When the business of a partnership after dissolution is
continued under any conditions described in this section, the creditors of the
dissolved partnership, as against the separate creditors of the retiring or
deceased partner or the representative of the deceased partner, have a prior
right to any claim of the retired partner or the representative of the deceased
partner against the person or partnership continuing the business, on account
of the retired or deceased partner's interest in the dissolved partnership or
on account of any consideration promised for the interest or for his or her
right in partnership property.
(i) Nothing in this section can be held to modify any right
of creditors to set aside any assignment on the ground of fraud.
(j) The use by the person or partnership continuing the
business of the partnership name, or the name of a deceased partner as part of
it, does not of itself make the individual property of the deceased partner
liable for any debts contracted by the person or partnership.
History of Section.
(R.P.L. 1957, ch. 74, § 41.)
