§ 45-10.2-60 — (606) Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner

North Dakota § 45-10.2-60

• Jurisdiction: North Dakota
• Title 45: Partnerships
• Ch. 45-10.2: Uniform Limited Partnership Act

Text

of partnership of person dissociated as general partner.
1. After a person is dissociated as a general partner and before the limited partnership is
dissolved, or is converted or merged out of existence under sections 45-10.2-94
through 45-10.2-106, the limited partnership is bound by an act of the person if:
a. The act would have bound the limited partnership under section 45-10.2-38
before the dissociation; and
b. At the time the other party enters into the transaction:
(1) Less than two years have passed since the dissociation; and
(2) The other party does not have notice of the dissociation and reasonably
believes that the person is a general partner.
2. If a limited partnership is bound under subsection 1, then the person dissociated as a
general partner which caused the limited partnership to be bound is liable:
a. To the limited partnership for any damage caused to the limited partnership
arising from the obligation incurred under subsection 1; and
b. If a general partner or another person dissociated as a general partner is liable
for the obligation, then to the general partner or other person for any damage
caused to the general partner or other person arising from the liability.