§ 45-19-03 — (703) Dissociated partner's liability to other persons

North Dakota § 45-19-03

• Jurisdiction: North Dakota
• Title 45: Partnerships
• Ch. 45-19: Partner's Dissociation When Business Not Wound Up

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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.
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 surviving partnership under chapter 45-21, within two
years after the partner's dissociation, only if at the time of entering into the transaction
the other party:
a. Reasonably believed that the dissociated partner was then a partner;
b. Did not have notice of the partner's dissociation; and
c. Is not deemed to have had knowledge under subsection 4 of section 45-15-03 or
notice under subsection 3 of section 45-19-04.
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.