Oregon Statutes 67.260 – Dissociated partners liability to other persons
(1) A partner’s dissociation does not of itself discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (2) of this section.
Terms Used In Oregon Statutes 67.260
- Business: includes every trade, occupation, profession and commercial activity. See Oregon Statutes 67.005
- Dissociated partner: means a partner with respect to whom an event specified in ORS § 67. See Oregon Statutes 67.005
- 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: means an association of two or more persons to carry on as co-owners a business for profit created under ORS § 67. See Oregon Statutes 67.005
(2) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a converted or surviving business entity under ORS § 67.340 to 67.365, within six months after the partner’s dissociation only if the partner is personally liable for the obligation under ORS § 67.105 and, at the time of entering into the transaction:
(a) The other party reasonably believed that the dissociated partner was then a partner;
(b) The other party did not have notice of the partner’s dissociation; and
(c) 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.
(3) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(4) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner’s dissociation but without the partner’s consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. [1997 c.775 § 32; 1999 c.362 § 52]