Ohio Code 1776.79 – Judgment creditors
When a domestic partnership is a constituent entity to a merger or consolidation that has become effective, and that domestic partnership is not the surviving or resulting entity of the merger or consolidation, or a domestic partnership is the converting entity in a conversion, a judgment creditor of a partner of that domestic partnership shall not levy execution against the assets of the partner to satisfy a judgment based on a claim against the surviving or resulting entity of the merger, consolidation, or conversion unless any of the following applies:
Terms Used In Ohio Code 1776.79
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Constituent: means in a merger or consolidation, the domestic or foreign entity that merges into another entity, the entity into which another entity is merged, or an existing entity consolidated along with another entity into a new entity. See Ohio Code 1776.01
- Contract: A legal written agreement that becomes binding when signed.
- Domestic partnership: means a partnership formed under section 1776. See Ohio Code 1776.01
- Entity: means any of the following:
(1) A for-profit corporation existing under the laws of this state or any other state;
(2) Any of the following organizations existing under the laws of this state, the United States, or any other state:
(a) A business trust or association;
(b) A real estate investment trust;
(c) A common law trust;
(d) An unincorporated business or for-profit organization including a general or limited partnership;
(e) A limited liability company;
(f) A nonprofit corporation. See Ohio Code 1776.01
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- 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.
- Partner: means a person admitted to a partnership as a partner. See Ohio Code 1776.01
- 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: means an association of two or more persons to carry on as co-owners a business for-profit formed under section 1776. See Ohio Code 1776.01
- Surviving: means , as applied to an entity, the constituent entity that is specified as the entity into which one or more other constituent entities are to be or have been merged. See Ohio Code 1776.01
- Writ: A formal written command, issued from the court, requiring the performance of a specific act.
(A) The claim is for an obligation of the domestic partnership for which the partner is liable as this chapter provides and any of the following is true:
(1) A judgment based on the same claim entered was against the surviving or resulting entity of the merger, consolidation, or conversion and a writ of execution on the judgment was returned unsatisfied in whole or in part.
(2) The surviving or resulting entity of the merger or consolidation or the entity resulting from the conversion is a debtor in bankruptcy.
(3) The partner agreed that the creditor need not exhaust the assets of a domestic partnership that was not the surviving or resulting entity of the merger, consolidation, or conversion.
(4) The partner agreed that the creditor need not exhaust the assets of the surviving or resulting entity of the merger or consolidation or the entity resulting from the conversion.
(B) A court grants permission to the judgment creditor to levy execution against the assets of the partner based on a finding that the assets of the surviving or resulting entity of the merger, consolidation, or conversion that are subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of the assets of the surviving or resulting entity is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers.
(C) Liability is imposed on the partner by law or contract independent of the existence of the surviving or resulting entity of the merger, consolidation, or conversion.