North Dakota Code 45-10.2-60 – (606) Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner
1. After a person is dissociated as a general partner and before the limited partnership is dissolved, or is converted or merged out of existence under sections 45-10.2-94 through 45-10.2-106, the limited partnership is bound by an act of the person if:
Terms Used In North Dakota Code 45-10.2-60
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
a. The act would have bound the limited partnership under section 45-10.2-38 before the dissociation; and
b. At the time the other party enters into the transaction:
(1) Less than two years have passed since the dissociation; and
(2) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
2. If a limited partnership is bound under subsection 1, then the person dissociated as a general partner which caused the limited partnership to be bound is liable:
a. To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection 1; and
b. If a general partner or another person dissociated as a general partner is liable for the obligation, then to the general partner or other person for any damage caused to the general partner or other person arising from the liability.