Partnerships

ORS 67.255
Dissociated partner’s power to bind and liability to partnership


(1)

If a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a converted or surviving business entity under ORS 67.340 (Definitions for ORS 67.340 to 67.365) to 67.365 (Effect of merger), is bound by an act of the dissociated partner only if:

(a)

The act occurs within six months after the date of dissociation;

(b)

The act would have bound the partnership under ORS 67.090 (Partner agent of partnership) before dissociation;

(c)

At the time of entering into the transaction, the other party reasonably believed that the dissociated partner was then a partner and did not have notice of the partner’s dissociation; and

(d)

At the time of entering into the transaction, the dissociation had not been advertised in a newspaper of general circulation in the place, or in each place if more than one, at which the partnership business is regularly carried on.

(2)

A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (1) of this section. [1997 c.775 §31; 1999 c.362 §51]

Source

Last accessed
Jun. 26, 2021