(1) A limited partnership is bound by a general partner’s act after dissolution that:

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Terms Used In Washington Code 25.10.586

  • 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.
  • person: may be construed to include the United States, this state, or any state or territory, or any public or private corporation or limited liability company, as well as an individual. See Washington Code 1.16.080
(a) Is appropriate for winding up the limited partnership’s activities; or
(b) Would have bound the limited partnership under RCW 25.10.381 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
(2) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(a) At the time the other party enters into the transaction:
(i) Less than two years have passed since the dissociation; and
(ii) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and
(b) The act:
(i) Is appropriate for winding up the limited partnership’s activities; or
(ii) Would have bound the limited partnership under RCW 25.10.381 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.