(a) For one (1) year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under part 9 of this chapter, is bound by an act of the dissociated partner which would have bound the partnership under § 61-1-301 before dissociation only if at the time of entering into the transaction the other party:

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Terms Used In Tennessee Code 61-1-702

  • Business: means every trade, occupation, and profession and any other activity, including the holding or ownership of property, entered into for profit. See Tennessee Code 61-1-101
  • 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 (2) or more persons to carry on as co-owners of a business or other undertaking for profit formed under §. See Tennessee Code 61-1-101
  • Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105
(1) Reasonably believed that the dissociated partner was then a partner;
(2) Did not have notice of the partner’s dissociation; and
(3) Is not deemed to have had knowledge under § 61-1-303(d) or notice under § 61-1-704(c).
(b) 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 (a).
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