Utah Code 48-1d-803. Liability of person dissociated as partner to other persons
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(1) A person‘s dissociation as a partner does not of itself discharge the person’s liability as a partner for a debt, obligation, or other liability of the partnership incurred before dissociation. Except as otherwise provided in Subsection (2), the person is not liable for a partnership obligation incurred after dissociation.
Terms Used In Utah Code 48-1d-803
- 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 that:(11)(a) has become a partner in a partnership under Section 48-1d-401 or was a partner in a partnership when the partnership became subject to this chapter under Section 48-1d-1405; and(11)(b) has not dissociated as a partner under Section 48-1d-701. See Utah Code 48-1d-102
- 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 this chapter or that becomes subject to this chapter under Part 10, Merger, Interest Exchange, Conversion, and Domestication, or Section 48-1d-1405. See Utah Code 48-1d-102
- Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Utah Code 48-1d-102
(2) A person that has dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership’s activities and affairs is liable on a transaction entered into by the partnership after the dissociation only if:(2)(a) a partner would be liable on the transaction; and(2)(b) at the time the other party enters into the transaction:(2)(b)(i) less than two years has passed since the dissociation; and(2)(b)(ii) the other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a partner.(3) By agreement with a creditor of a partnership and the partnership, a person dissociated as a partner may be released from liability for an obligation of the partnership.(4) A person dissociated as a partner is released from liability for an obligation of the partnership if the partnership’s creditor, with knowledge or notice of the person’s dissociation but without the person’s consent, agrees to a material alteration in the nature or time of payment of the obligation.