Section 1377 - Liability to other persons of person dissociated as general partner1.Liability of dissociated general partner. A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections 2 and 3, the person is not liable for a limited partnership's obligation incurred after dissociation. [2005, c. 543, Pt. C, §2(NEW).]
2.Liability when dissociation resulted in dissolution. A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under section 1354 on an obligation incurred by the limited partnership under section 1394. [2005, c. 543, Pt. C, §2(NEW).]
3.Liability when dissociation did not result in dissolution. A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if: A. A general partner would be liable on the transaction; and [2005, c. 543, Pt. C, §2(NEW).]B. At the time the other party enters into the transaction:(1) Less than 2 years has 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. [2005, c. 543, Pt. C, §2(NEW).] [2005, c. 543, Pt. C, §2(NEW).]
4.Release upon agreement with creditor. By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership. [2005, c. 543, Pt. C, §2(NEW).]
5.Release upon creditor's agreement to material alteration without consent. A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation. [2005, c. 543, Pt. C, §2(NEW).]
2005, c. 543, §C2 (NEW) .