Sec. 34-300. Short title: Uniform Partnership Act. Sections 34-300 to 34-399,
inclusive, may be cited as the Uniform Partnership Act (1994).
(P.A. 95-341, S. 1, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-301. Definitions. As used in sections 34-300 to 34-399, inclusive:
(1) "Business" includes every trade, occupation and profession.
(2) "Debtor in bankruptcy" means a person who is the subject of: (A) An order for
relief under Title 11 of the United States Code or a comparable order under a successor
statute of general application; or (B) a comparable order under federal, state or foreign
law governing insolvency.
(3) "Distribution" means a transfer of money or other property from a partnership
to a partner in the partner's capacity as a partner or to the partner's transferee.
(4) "Foreign registered limited liability partnership" includes a partnership formed
pursuant to an agreement governed by the laws of any state other than this state and
registered or denominated as a registered limited liability partnership or limited liability
partnership under the laws of such other state.
(5) "Interests" means the proprietary interests in an other entity.
(6) "Merger" means a business combination pursuant to section 34-388.
(7) "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an other entity.
(8) "Other entity" means any association or legal entity, other than a domestic or
foreign partnership, organized to conduct business, including, but not limited to, a corporation, limited partnership, limited liability partnership, limited liability company, joint
venture, joint stock company, business trust, statutory trust and real estate investment
trust.
(9) "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under section 34-314, predecessor law or comparable law of another jurisdiction, and includes for all purposes of the laws of this state a
registered limited liability partnership.
(10) "Partnership agreement" means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the
partnership agreement.
(11) "Partnership at will" means a partnership in which the partners have not agreed
to remain partners until the expiration of a definite term or the completion of a particular
undertaking.
(12) "Partnership interest" or "partner's interest in the partnership" means all of a
partner's interests in the partnership, including the partner's transferable interest and
all management and other rights.
(13) "Party to a merger" means any domestic or foreign partnership or other entity
that will merge under a plan of merger.
(14) "Person" means an individual, corporation, limited liability company, business
trust, estate, trust, partnership, association, joint venture, government, governmental
subdivision, agency or instrumentality, or any other legal or commercial entity.
(15) "Plan of merger" means a plan entered into pursuant to section 34-388.
(16) "Property" means all property, real, personal or mixed, tangible or intangible,
or any interest therein.
(17) "Registered limited liability partnership" includes a partnership formed pursuant to an agreement governed by the laws of this state, registered under section 34-419,
and complying with sections 34-406 and 34-420.
(18) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction
of the United States.
(19) "Statement" means a statement of partnership authority under section 34-324,
a statement of denial under section 34-325, a statement of dissociation under section
34-365, a statement of dissolution under section 34-376, a statement of merger under
section 34-390, or an amendment or cancellation of any of the foregoing.
(20) "Survivor" in a merger means the partnership or other entity into which one
or more other partnerships or other entities are merged or consolidated. A survivor of
a merger may preexist the merger or be created by the merger.
(21) "Transfer" includes an assignment, conveyance, lease, mortgage, deed and
encumbrance.
(P.A. 95-341, S. 2, 58; P.A. 03-18, S. 69.)
History: P.A. 95-341 effective July 1, 1997; P.A. 03-18 made a technical change, added new Subdivs. (5) to (8) defining
"interests", "merger", "organizational documents" and "other entity", redesignated existing Subdivs. (5) to (8) as Subdivs.
(9) to (12), added new Subdivs. (13), (15) and (20) defining "party to a merger", "plan of merger" and "survivor", and
redesignated existing Subdivs. (9) to (14) as Subdivs. (14), (16) to (19) and (21), effective July 1, 2003.
Subdiv. (5):
Generally, a mutual agency relationship is essential element of a partnership. 63 CA 17.
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Sec. 34-302. Knowledge and notice. (a) A person knows a fact if the person has
actual knowledge of it.
(b) A person has notice of a fact if the person: (1) Knows of it; (2) has received a
notification of it; or (3) has reason to know it exists from all of the facts known to the
person at the time in question.
(c) A person notifies or gives a notification to another by taking steps reasonably
required to inform the other person in ordinary course, whether or not the other person
learns of it.
(d) A person receives a notification when the notification: (1) Comes to the person's
attention; or (2) is duly delivered at the person's place of business or at any other place
held out by the person as a place for receiving communications.
(e) Except as otherwise provided in subsection (f), a person other than an individual
knows, has notice or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice or receives a
notification of the fact, or in any event when the fact would have been brought to the
individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable
compliance with the routines. Reasonable diligence does not require an individual acting
for the person to communicate information unless the communication is part of the
individual's regular duties or the individual has reason to know of the transaction and
that the transaction would be materially affected by the information.
(f) A partner's knowledge, notice or receipt of a notification of a fact relating to the
partnership is effective immediately as knowledge by, notice to or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by
or with the consent of that partner.
(P.A. 95-341, S. 3, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-303. Effect of partnership agreement. Nonwaivable provisions. (a) Except as otherwise provided in subsection (b) of this section, relations among the partners
and between the partners and the partnership are governed by the partnership agreement.
To the extent the partnership agreement does not otherwise provide, sections 34-300 to
34-399, inclusive, govern relations among the partners and between the partners and
the partnership.
(b) The partnership agreement may not:
(1) Vary the rights and duties under section 34-305 except to eliminate the duty to
provide copies of statements to all of the partners;
(2) Unreasonably restrict the right of access to books and records under subsection
(b) of section 34-337;
(3) Eliminate the duty of loyalty under subsection (b) of section 34-338 or subdivision (3) of subsection (b) of section 34-357, but: (A) The partnership agreement may
identify specific types or categories of activities that do not violate the duty of loyalty,
if not manifestly unreasonable; or (B) all of the partners or a number or percentage
specified in the partnership agreement may authorize or ratify, after full disclosure of
all material facts, a specific act or transaction that otherwise would violate the duty of
loyalty;
(4) Unreasonably reduce the duty of care under subsection (c) of section 34-338 or
subdivision (3) of subsection (b) of section 34-357;
(5) Eliminate the obligation of good faith and fair dealing under subsection (d) of
section 34-338, but the partnership agreement may prescribe the standards by which
the performance of the obligation is to be measured, if the standards are not manifestly
unreasonable;
(6) Vary the power to dissociate as a partner under subsection (a) of section 34-356, except to require the notice under subdivision (1) of section 34-355 to be in writing;
(7) Vary the right of a court to expel a partner in the events specified in subdivision
(5) of section 34-355;
(8) Vary the requirement to wind up the partnership business in cases specified in
subdivision (4), (5) or (6) of section 34-372; or
(9) Restrict rights of third parties under sections 34-300 to 34-399, inclusive.
(P.A. 95-341, S. 4, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-304. Supplemental principles of law. (a) Unless displaced by particular
provisions of sections 34-300 to 34-399, inclusive, the principles of law and equity
supplement said sections.
(b) If an obligation to pay interest arises under sections 34-300 to 34-399, inclusive,
and the rate is not specified, the rate is that specified in section 37-1.
(P.A. 95-341, S. 5, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-305. Execution, filing and recording of statements. (a) A statement may
be filed in the office of the Secretary of the State. A certified copy of a statement that
is filed in an office in another state may be filed in the office of the Secretary of the
State. Either filing has the effect provided in sections 34-300 to 34-399, inclusive, with
respect to partnership property located in or transactions that occur in this state.
(b) A certified copy of a statement that has been filed in the office of the Secretary
of the State and recorded in the office for recording transfers of real property has the
effect provided for recorded statements in sections 34-300 to 34-399, inclusive. A recorded statement that is not a certified copy of a statement filed in the office of the
Secretary of the State does not have the effect provided for recorded statements in sections 34-300 to 34-399, inclusive.
(c) A statement filed by a partnership must be executed by at least two partners.
Other statements must be executed by a partner or other person authorized by sections
34-300 to 34-399, inclusive. An individual who executes a statement as, or on behalf
of, a partner or other person named as a partner in a statement shall personally declare
under penalty of false statement that the contents of the statement are accurate.
(d) A person authorized by sections 34-300 to 34-399, inclusive, to file a statement
may amend or cancel the statement by filing an amendment or cancellation that names
the partnership, identifies the statement and states the substance of the amendment or
cancellation.
(e) A person who files a statement pursuant to this section shall promptly send a
copy of the statement to every nonfiling partner and to any other person named as a
partner in the statement. Failure to send a copy of a statement to a partner or other person
does not limit the effectiveness of the statement as to a person not a partner.
(f) The Secretary of the State may collect a fee for filing or providing a certified
copy of a statement. The town clerk may collect a fee for recording a statement.
(P.A. 95-341, S. 6, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-306. Law governing internal relations. The law of the jurisdiction in
which a partnership has its chief executive office governs relations among the partners
and between the partners and the partnership.
(P.A. 95-341, S. 7, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-307. Partnership subject to statutory amendment or repeal. A partnership governed by sections 34-300 to 34-399, inclusive, is subject to any amendment to
or repeal of said sections.
(P.A. 95-341, S. 8, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Secs. 34-308 to 34-312. Reserved for future use.
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Sec. 34-313. Partnership as entity. A partnership is an entity distinct from its
partners.
(P.A. 95-341, S. 9, 58.)
History: P.A. 95-341 effective July 1, 1997.
Cited re standing of individual partners versus standing of partnership. 51 CA 790. Cited. Id.
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Sec. 34-314. Formation of partnership. (a) Except as otherwise provided in subsection (b) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to
form a partnership.
(b) An association formed under a statute other than sections 34-300 to 34-399,
inclusive, a predecessor statute or a comparable statute of another jurisdiction is not a
partnership under sections 34-300 to 34-399, inclusive, unless such association is a
foreign registered limited liability partnership.
(c) In determining whether a partnership is formed, the following rules apply:
(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property,
common property or part ownership does not by itself establish a partnership, even if
the co-owners share profits made by the use of the property.
(2) The sharing of gross returns does not by itself establish a partnership, even if
the persons sharing them have a joint or common right or interest in property from which
the returns are derived.
(3) A person who receives a share of the profits of a business is presumed to be a
partner in the business, unless the profits were received in payment: (A) Of a debt by
installments or otherwise; (B) for services as an independent contractor or of wages or
other compensation to an employee; (C) of rent; (D) of an annuity or other retirement
or health benefit to a beneficiary, representative or designee of a deceased or retired
partner; (E) of interest or other charge on a loan, even if the amount of payment varies
with the profits of the business, including a direct or indirect present or future ownership
of the collateral, or rights to income, proceeds or increase in value derived from the
collateral; or (F) for the sale of the goodwill of a business or other property by installments or otherwise.
(P.A. 95-341, S. 10, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-315. Partnership property. Property acquired by a partnership is property
of the partnership and not of the partners individually.
(P.A. 95-341, S. 11, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-316. When property is partnership property. (a) Property is partnership
property if acquired in the name of: (1) The partnership; or (2) one or more partners
with an indication in the instrument transferring title to the property of the person's
capacity as a partner or of the existence of a partnership but without an indication of
the name of the partnership.
(b) Property is acquired in the name of the partnership by a transfer to: (1) The
partnership in its name; or (2) one or more partners in their capacity as partners in the
partnership, if the name of the partnership is indicated in the instrument transferring
title to the property.
(c) Property is presumed to be partnership property if purchased with partnership
assets, even if not acquired in the name of the partnership or of one or more partners
with an indication in the instrument transferring title to the property of the person's
capacity as a partner or of the existence of a partnership.
(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a
partner or of the existence of a partnership and without use of partnership assets, is
presumed to be separate property, even if used for partnership purposes.
(P.A. 95-341, S. 12, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Secs. 34-317 to 34-321. Reserved for future use.
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Sec. 34-322. Partner as agent of partnership. Subject to the effect of a statement
of partnership authority under section 34-324:
(1) Each partner is an agent of the partnership for the purpose of its business. An
act of a partner, including the execution of an instrument in the partnership name, for
apparently carrying on in the ordinary course the partnership business or business of
the kind carried on by the partnership binds the partnership, unless the partner had no
authority to act for the partnership in the particular matter and the person with whom
the partner was dealing knew or had received a notification that the partner lacked
authority.
(2) An act of a partner which is not apparently for carrying on in the ordinary course
the partnership business or business of the kind carried on by the partnership binds the
partnership only if the act was authorized by the other partners.
(P.A. 95-341, S. 13, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-323. Transfer of partnership property. (a) Partnership property may be
transferred as follows:
(1) Subject to the effect of a statement of partnership authority under section 34-324, partnership property held in the name of the partnership may be transferred by an
instrument of transfer executed by a partner in the partnership name.
(2) Partnership property held in the name of one or more partners with an indication
in the instrument transferring the property to them of their capacity as partners or of the
existence of a partnership, but without an indication of the name of the partnership, may
be transferred by an instrument of transfer executed by the persons in whose name the
property is held.
(3) Partnership property held in the name of one or more persons other than the
partnership, without an indication in the instrument transferring the property to them
of their capacity as partners or of the existence of a partnership, may be transferred by
an instrument of transfer executed by the persons in whose name the property is held.
(b) A partnership may recover partnership property from a transferee only if it
proves that execution of the instrument of initial transfer did not bind the partnership
under section 34-322 and: (1) As to a subsequent transferee who gave value for property
transferred under subdivisions (1) and (2) of subsection (a) of this section, proves that
the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or (2)
as to a transferee who gave value for property transferred under subdivision (3) of subsection (a) of this section, proves that the transferee knew or had received a notification
that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a subsequent transferee
if the partnership would not have been entitled to recover the property, under subsection
(b) of this section, from any earlier transferee of the property.
(d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of
the partnership to evidence vesting of the property in that person and may file or record
the document.
(P.A. 95-341, S. 14, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-324. Statement of partnership authority. (a) A partnership may file a
statement of partnership authority, which:
(1) Shall include: (A) The name of the partnership; (B) the street address of its chief
executive office and of one office in this state, if there is one; (C) the names and mailing
addresses of all of the partners or of an agent appointed and maintained by the partnership
for the purpose of subsection (b) of this section; and (D) the names of the partners
authorized to execute an instrument transferring real property held in the name of the
partnership; and
(2) May state the authority, or limitations on the authority, of some or all of the
partners to enter into other transactions on behalf of the partnership and any other matter.
(b) If a statement of partnership authority names an agent, the agent shall maintain
a list of the names and mailing addresses of all of the partners and make it available to
any person on request for good cause shown.
(c) If a filed statement of partnership authority is executed pursuant to subsection
(c) of section 34-305 and states the name of the partnership but does not contain all of the
other information required by subsection (a) of this section, the statement nevertheless
operates with respect to a person not a partner as provided in subsections (d) and (e) of
this section.
(d) Except as otherwise provided in subsection (g) of this section, a filed statement
of partnership authority supplements the authority of a partner to enter into transactions
on behalf of the partnership as follows:
(1) Except for transfers of real property, a grant of authority contained in a filed
statement of partnership authority is conclusive in favor of a person who gives value
without knowledge to the contrary, as long as and to the extent that a limitation on
that authority is not then contained in another filed statement. A filed cancellation of a
limitation on authority revives the previous grant of authority.
(2) A grant of authority to transfer real property held in the name of the partnership
contained in a certified copy of a filed statement of partnership authority recorded in
the office for recording transfers of that real property is conclusive in favor of a person
who gives value without knowledge to the contrary, as long as and to the extent that a
certified copy of a filed statement containing a limitation on that authority is not then
of record in the office for recording transfers of that real property. The recording in the
office for recording transfers of that real property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.
(e) A person not a partner is deemed to know of a limitation on the authority of a
partner to transfer real property held in the name of the partnership if a certified copy
of the filed statement containing the limitation on authority is of record in the office for
recording transfers of that real property.
(f) Except as otherwise provided in subsections (d) and (e) and sections 34-365 and
34-376, a person not a partner is not deemed to know of a limitation on the authority of
a partner merely because the limitation is contained in a filed statement.
(g) Unless earlier cancelled, a filed statement of partnership authority is cancelled
by operation of law five years after the date on which the statement, or the most recent
amendment, was filed with the Secretary of the State.
(P.A. 95-341, S. 15, 58; P.A. 06-196, S. 268.)
History: P.A. 95-341 effective July 1, 1997; P.A. 06-196 made technical changes in Subsec. (d), effective June 7, 2006.
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Sec. 34-325. Statement of denial. A partner or other person named as a partner
in a filed statement of partnership authority or in a list maintained by an agent pursuant
to subsection (b) of section 34-324 may file a statement of denial stating the name of
the partnership and the fact that is being denied, which may include denial of a person's
authority or status as a partner. A statement of denial is a limitation on authority as
provided in subsections (d) and (e) of section 34-324.
(P.A. 95-341, S. 16, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-326. Partnership liable for partner's actionable conduct. (a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result
of a wrongful act or omission, or other actionable conduct, of a partner acting in the
ordinary course of business of the partnership or with authority of the partnership.
(b) If, in the course of the partnership's business or while acting with authority of
the partnership, a partner receives or causes the partnership to receive money or property
of a person not a partner, and the money or property is misapplied by a partner, the
partnership is liable for the loss.
(P.A. 95-341, S. 17, 58.)
History: P.A. 95-341 effective July 1, 1997.
To hold partnership liable for a fraud committed by one partner, the fraud must have been committed in the course of
partnership business. 70 CA 427.
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Sec. 34-327. Liability of partner. Insurance. (a) Except as otherwise provided
in subsections (b), (c) and (d), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(b) A person admitted as a partner into an existing partnership is not personally
liable for any partnership obligation incurred before the person's admission as a partner.
(c) Subject to subsection (d) of this section, a partner in a registered limited liability
partnership is not liable directly or indirectly, including by way of indemnification,
contribution or otherwise, for any debts, obligations and liabilities of or chargeable to the
partnership or another partner or partners, whether arising in contract, tort or otherwise,
arising in the course of the partnership business while the partnership is a registered
limited liability partnership.
(d) The provisions of subsection (c) of this section shall not affect the liability of a
partner in a registered limited liability partnership for his own negligence, wrongful
acts or misconduct, or that of any person under his direct supervision and control.
(e) A registered limited liability partnership that consists of partners who render
professional service, as defined in section 34-101, shall continuously maintain professional liability insurance in an amount not less than two hundred fifty thousand dollars.
(P.A. 95-341, S. 18, 58; P.A. 96-254, S. 2, 10.)
History: P.A. 95-341 effective July 1, 1997; P.A. 96-254 amended Subsec. (c) to provide that a partner is not liable
"for any debts, obligations and liabilities of or chargeable to the partnership or another partner or partners, whether arising
in contract, tort or otherwise, arising in the course of the partnership business while the partnership is a registered limited
liability partnership" rather than "for debts, obligations and liabilities of or chargeable to the partnership arising from
negligence, wrongful acts or misconduct committed while the partnership is a registered limited liability partnership and
in the course of the partnership business by another partner or employee, agent or representative of the partnership" and
added Subsec. (e) to require a registered limited liability partnership consisting of partners who render professional service
to continuously maintain professional liability insurance in an amount not less than two hundred fifty thousand dollars,
effective July 1, 1997, but inapplicable to any action pending or cause of action existing on or before said date or any
action existing for the collection of any judgment or settlement arising out of any action or cause of action existing on or
before said date.
Subsec. (c):
Protects partners in a registered limited liability partnership from personal liability. 88 CA 445.
Defendant partners protected from liability in suit against third partner, since they shared no benefit, did not have direct
supervision or control over third partner and did not know about the matter until after the event. 46 CS 35.
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Sec. 34-328. Actions by and against partnership and partners. (a) A partnership
may sue and be sued in the name of the partnership.
(b) An action may be brought against the partnership and any or all of the partners
in the same action or in separate actions.
(c) A judgment against a partnership is not by itself a judgment against a partner.
A judgment against a partnership may not be satisfied from a partner's assets unless
there is also a judgment against the partner.
(d) A judgment creditor of a partner may not levy execution against the assets of
the partner to satisfy a judgment based on a claim against the partnership unless:
(1) A judgment based on the same claim has been obtained against the partnership
and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) The partnership is a debtor in bankruptcy;
(3) The partner has agreed that the creditor need not exhaust partnership assets;
(4) A court grants permission to the judgment creditor to levy execution against the
assets of a partner based on a finding that partnership assets subject to execution are
clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the
court's equitable powers; or
(5) Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(e) This section applies to any partnership liability or obligation resulting from a
representation by a partner or purported partner under section 34-329.
(P.A. 95-341, S. 19, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-329. Liability of purported partner. (a) If a person, by words or conduct,
purports to be a partner or consents to being represented by another as a partner, in a
partnership or with one or more persons not partners, the purported partner is liable to
a person to whom the representation is made, if that person, relying on the representation,
enters into a transaction with the actual or purported partnership. If the representation,
either by the purported partner or by a person with the purported partner's consent, is
made in a public manner, the purported partner is liable to a person who relies upon the
purported partnership even if the purported partner is not aware of being held out as a
partner to the claimant. If partnership liability results, the purported partner is liable
with respect to that liability as if the purported partner were a partner. If no partnership
liability results, the purported partner is liable with respect to that liability jointly and
severally with any other person consenting to the representation.
(b) If a person is thus represented to be a partner in an existing partnership, or with
one or more persons not partners, the purported partner is an agent of persons consenting
to the representation to bind them to the same extent and in the same manner as if the
purported partner were a partner, with respect to persons who enter into transactions in
reliance upon the representation. If all of the partners of the existing partnership consent
to the representation, a partnership act or obligation results. If fewer than all of the
partners of the existing partnership consent to the representation, the person acting and
the partners consenting to the representation are jointly and severally liable.
(c) A person is not liable as a partner merely because the person is named by another
in a statement of partnership authority.
(d) A person does not continue to be liable as a partner merely because of a failure
to file a statement of dissociation or to amend a statement of partnership authority to
indicate the partner's dissociation from the partnership.
(e) Except as otherwise provided in subsections (a) and (b) of this section, persons
who are not partners as to each other are not liable as partners to other persons.
(P.A. 95-341, S. 20, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Secs. 34-330 to 34-334. Reserved for future use.
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Sec. 34-335. Rights and duties of a partner. (a) Each partner is deemed to have
an account that is: (1) Credited with an amount equal to the money plus the value of
any other property, net of the amount of any liabilities, the partner contributes to the
partnership and the partner's share of the partnership profits; and (2) charged with an
amount equal to the money plus the value of any other property, net of the amount of
any liabilities, distributed by the partnership to the partner and the partner's share of
the partnership losses.
(b) Each partner is entitled to an equal share of the partnership profits and, except as
provided in subsection (c) of section 34-327, is chargeable with a share of the partnership
losses in proportion to the partner's share of the profits.
(c) A partnership shall reimburse a partner for payments made and indemnify a
partner for liabilities incurred by the partner in the ordinary course of the business of
the partnership or for the preservation of its business or property.
(d) A partnership shall reimburse a partner for an advance to the partnership beyond
the amount of capital the partner agreed to contribute.
(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section, constitutes a loan to the partnership which
accrues interest from the date of the payment or advance.
(f) Each partner has equal rights in the management and conduct of the partnership
business.
(g) A partner may use or possess partnership property only on behalf of the partnership.
(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(i) A person may become a partner only with the consent of all of the partners.
(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course
of business of a partnership and an amendment to the partnership agreement may be
undertaken only with the consent of all of the partners.
(k) This section does not affect the obligations of a partnership to other persons
under section 34-322.
(P.A. 95-341, S. 21, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-336. Distributions in kind. A partner has no right to receive, and may not
be required to accept, a distribution in kind.
(P.A. 95-341, S. 22, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-337. Rights and duties of a partner with respect to information. (a) A
partnership shall keep its books and records, if any, at its chief executive office.
(b) A partnership shall provide partners and their agents and attorneys access to its
books and records. It shall provide former partners and their agents and attorneys access
to books and records pertaining to the period during which they were partners. The right
of access provides the opportunity to inspect and copy books and records during ordinary
business hours. A partnership may impose a reasonable charge, covering the costs of
labor and material, for copies of documents furnished.
(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability: (1) Without demand,
any information concerning the partnership's business and affairs reasonably required
for the proper exercise of the partner's rights and duties under the partnership agreement
or sections 34-300 to 34-399, inclusive; and (2) on demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the
information demanded is unreasonable or otherwise improper under the circumstances.
(P.A. 95-341, S. 23, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-338. General standards of conduct of a partner. (a) The only fiduciary
duties a partner owes to the partnership and the other partners are the duty of loyalty
and the duty of care set forth in subsections (b) and (c) of this section.
(b) A partner's duty of loyalty to the partnership and the other partners is limited
to the following:
(1) To account to the partnership and hold as trustee for it any property, profit or
benefit derived by the partner in the conduct and winding up of the partnership business
or derived from a use by the partner of partnership property, including the appropriation
of a partnership opportunity;
(2) To refrain from dealing with the partnership in the conduct or winding up of
the partnership business as or on behalf of a party having an interest adverse to the
partnership; and
(3) To refrain from competing with the partnership in the conduct of the partnership
business before the dissolution of the partnership.
(c) A partner's duty of care to the partnership and the other partners in the conduct
and winding up of the partnership business is limited to refraining from engaging in
grossly negligent or reckless conduct, intentional misconduct or a knowing violation
of law.
(d) A partner shall discharge the duties to the partnership and the other partners
under sections 34-300 to 34-399, inclusive, or under the partnership agreement and
exercise any rights consistently with the obligation of good faith and fair dealing.
(e) A partner does not violate a duty or obligation under sections 34-300 to 34-399,
inclusive, or under the partnership agreement merely because the partner's conduct
furthers the partner's own interest.
(f) A partner may lend money to and transact other business with the partnership,
and as to each loan or transaction the rights and obligations of the partner are the same
as those of a person who is not a partner, subject to other applicable law.
(g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
(P.A. 95-341, S. 24, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-339. Actions by partnership and partners. (a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the
violation of a duty to the partnership, causing harm to the partnership.
(b) A partner may maintain an action against the partnership or another partner for
legal or equitable relief, with or without an accounting as to partnership business, to:
(1) Enforce the partner's rights under the partnership agreement;
(2) Enforce the partner's rights under sections 34-300 to 34-399, inclusive, including: (A) The partner's rights under section 34-335, 34-336 or 34-337; (B) the partner's
right on dissociation to have the partner's interest in the partnership purchased pursuant
to section 34-362 or enforce any other right under sections 34-355 to 34-357, inclusive,
or sections 34-362 to 34-366, inclusive; or (C) the partner's right to compel a dissolution
and winding up of the partnership business under section 34-372 or enforce any other
right under sections 34-372 to 34-378, inclusive; or
(3) Enforce the rights and otherwise protect the interests of the partner, including
rights and interests arising independently of the partnership relationship.
(c) The accrual of, and any time limitation on, a right of action for a remedy under
this section is governed by other law. A right to an accounting upon a dissolution and
winding up does not revive a claim barred by law.
(P.A. 95-341, S. 25, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-340. Continuation of partnership beyond definite term or particular
undertaking. (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the
undertaking, the rights and duties of the partners remain the same as they were at the
expiration or completion, so far as is consistent with a partnership at will.
(b) If the partners, or those of them who habitually acted in the business during the
term or undertaking, continue the business without any settlement or liquidation of the
partnership, they are presumed to have agreed that the partnership will continue.
(P.A. 95-341, S. 26, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Secs. 34-341 to 34-345. Reserved for future use.
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Sec. 34-346. Partner not co-owner of partnership property. A partner is not a
co-owner of partnership property and has no interest in partnership property which can
be transferred, either voluntarily or involuntarily.
(P.A. 95-341, S. 27, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-347. Partner's transferable interest in partnership. The only transferable interest of a partner in the partnership is the partner's share of the profits and losses
of the partnership and the partner's right to receive distributions. The interest is personal
property.
(P.A. 95-341, S. 28, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-348. Transfer of partner's transferable interest. (a) A transfer, in whole
or in part, of a partner's transferable interest in the partnership:
(1) Is permissible;
(2) Does not by itself cause the partner's dissociation or a dissolution and winding
up of the partnership business; and
(3) Does not, as against the other partners or the partnership, entitle the transferee,
during the continuance of the partnership, to participate in the management or conduct
of the partnership business, to require access to information concerning partnership
transactions or to inspect or copy the partnership books or records.
(b) A transferee of a partner's transferable interest in the partnership has a right:
(1) To receive, in accordance with the transfer, distributions to which the transferor
would otherwise be entitled;
(2) To receive upon the dissolution and winding up of the partnership business, in
accordance with the transfer, the net amount otherwise distributable to the transferor; and
(3) To seek, under subdivision (6) of section 34-372, a judicial determination that
it is equitable to wind up the partnership business.
(c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
(d) Upon transfer, the transferor retains the rights and duties of a partner other than
the interest in distributions transferred.
(e) A partnership need not give effect to a transferee's rights under this section until
it has notice of the transfer.
(f) A transfer of a partner's transferable interest in the partnership in violation of a
restriction on transfer contained in the partnership agreement is ineffective as to a person
having notice of the restriction at the time of transfer.
(P.A. 95-341, S. 29, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-349. Partner's transferable interest subject to charging order. (a) On
application by a judgment creditor of a partner or of a partner's transferee, a court having
jurisdiction may charge the transferable interest of the judgment debtor to satisfy the
judgment. The court may appoint a receiver of the share of the distributions due or to
become due to the judgment debtor in respect of the partnership and make all other
orders, directions, accounts and inquiries the judgment debtor might have made or which
the circumstances of the case may require.
(b) A charging order constitutes a lien on the judgment debtor's transferable interest
in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(c) At any time before foreclosure, an interest charged may be redeemed: (1) By
the judgment debtor; (2) with property other than partnership property, by one or more
of the other partners; or (3) with partnership property, by one or more of the other partners
with the consent of all of the partners whose interests are not so charged.
(d) Sections 34-300 to 34-399, inclusive, do not deprive a partner of a right under
exemption laws with respect to the partner's interest in the partnership.
(e) This section provides the exclusive remedy by which a judgment creditor of a
partner or partner's transferee may satisfy a judgment out of the judgment debtor's
transferable interest in the partnership.
(P.A. 95-341, S. 30, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Secs. 34-350 to 34-354. Reserved for future use.
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Sec. 34-355. Events causing partner's dissociation. A partner is dissociated from
a partnership upon the occurrence of any of the following events:
(1) The partnership's having notice of the partner's express will to withdraw as a
partner or on a later date specified by the partner;
(2) An event agreed to in the partnership agreement as causing the partner's dissociation;
(3) The partner's expulsion pursuant to the partnership agreement;
(4) The partner's expulsion by the unanimous vote of the other partners if: (A) It
is unlawful to carry on the partnership business with that partner; (B) there has been a
transfer of all or substantially all of that partner's transferable interest in the partnership,
other than a transfer for security purposes, or a court order charging the partner's interest,
which has not been foreclosed; (C) within ninety days after the partnership notifies a
corporate partner that it will be expelled because it has filed a certificate of dissolution
or the equivalent, its charter has been revoked, or its right to conduct business has been
suspended by the jurisdiction of its incorporation, there is no revocation of the certificate
of dissolution or no reinstatement of its charter or its right to conduct business; or (D)
a partnership that is a partner has been dissolved and its business is being wound up;
(5) On application by the partnership or another partner, the partner's expulsion
by judicial determination because: (A) The partner engaged in wrongful conduct that
adversely and materially affected the partnership business; (B) the partner wilfully or
persistently committed a material breach of the partnership agreement or of a duty owed
to the partnership or the other partners under section 34-338; or (C) the partner engaged
in conduct relating to the partnership business which makes it not reasonably practicable
to carry on the business in partnership with the partner;
(6) The partner's: (A) Becoming a debtor in bankruptcy; (B) executing an assignment for the benefit of creditors; (C) seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of that partner or of all or substantially all of
that partner's property; or (D) failing, within ninety days after the appointment, to have
vacated or stayed the appointment of a trustee, receiver or liquidator of the partner or
of all or substantially all of the partner's property obtained without the partner's consent
or acquiescence, or failing within ninety days after the expiration of a stay to have the
appointment vacated;
(7) In the case of a partner who is an individual: (A) The partner's death; (B) the
appointment of a guardian or general conservator for the partner; or (C) a judicial determination that the partner has otherwise become incapable of performing the partner's
duties under the partnership agreement;
(8) In the case of a partner that is a trust or is acting as a partner by virtue of being
a trustee of a trust, distribution of the trust's entire transferable interest in the partnership,
but not merely by reason of the substitution of a successor trustee;
(9) In the case of a partner that is an estate or is acting as a partner by virtue of being
a personal representative of an estate, distribution of the estate's entire transferable
interest in the partnership, but not merely by reason of the substitution of a successor
personal representative; or
(10) Termination of a partner who is not an individual, partnership, corporation,
trust or estate.
(P.A. 95-341, S. 31, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-356. Partner's power to dissociate. Wrongful dissociation. (a) A partner
has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant
to subdivision (1) of section 34-355.
(b) A partner's dissociation is wrongful only if:
(1) It is in breach of an express provision of the partnership agreement; or
(2) In the case of a partnership for a definite term or particular undertaking, before
the expiration of the term or the completion of the undertaking: (A) The partner withdraws by express will, unless the withdrawal follows within ninety days after another
partner's dissociation by death or otherwise under subdivisions (6) to (10), inclusive,
of section 34-355 or wrongful dissociation under this subsection; (B) the partner is
expelled by judicial determination under subdivision (5) of section 34-355; (C) the
partner is dissociated by becoming a debtor in bankruptcy; or (D) in the case of a partner
who is not an individual, trust, other than a business trust, or estate, the partner is expelled
or otherwise dissociated because it wilfully dissolved or terminated.
(c) A partner who wrongfully dissociates is liable to the partnership and to the other
partners for damages caused by the dissociation. The liability is in addition to any other
obligation of the partner to the partnership or to the other partners.
(P.A. 95-341, S. 32, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-357. Effect of partner's dissociation. (a) If a partner's dissociation results
in a dissolution and winding up of the partnership business, sections 34-372 to 34-378,
inclusive, apply; otherwise, sections 34-362 to 34-366, inclusive, apply.
(b) Upon a partner's dissociation:
(1) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 34-374;
(2) The partner's duty of loyalty under subdivision (3) of subsection (b) of section
34-338 terminates; and
(3) The partner's duty of loyalty under subdivisions (1) and (2) of subsection (b)
of section 34-338 and duty of care under subsection (c) of said section 34-338 continue
only with regard to matters arising and events occurring before the partner's dissociation,
unless the partner participates in winding up the partnership's business pursuant to section 34-374.
(P.A. 95-341, S. 33, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Secs. 34-358 to 34-361. Reserved for future use.
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Sec. 34-362. Purchase of dissociated partner's interest. (a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 34-372, the partnership shall cause the dissociated partner's
interest in the partnership to be purchased for a buyout price determined pursuant to
subsection (b) of this section.
(b) The buyout price of a dissociated partner's interest is the amount that would
have been distributable to the dissociating partner under subsection (b) of section 34-378 if, on the date of dissociation, the assets of the partnership were sold at a price equal
to the greater of the liquidation value or the value based on a sale of the entire business
as a going concern without the dissociated partner and the partnership were wound up
as of that date. Interest must be paid from the date of dissociation to the date of payment.
(c) Damages for wrongful dissociation under subsection (b) of section 34-356, and
all other amounts owing, whether or not presently due, from the dissociated partner to
the partnership, must be offset against the buyout price. Interest must be paid from the
date the amount owed becomes due to the date of payment.
(d) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under section 34-363.
(e) If no agreement for the purchase of a dissociated partner's interest is reached
within one hundred twenty days after a written demand for payment, the partnership
shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership
estimates to be the buyout price and accrued interest, reduced by any offsets and accrued
interest under subsection (c) of this section.
(f) If a deferred payment is authorized under subsection (h) of this section, the
partnership may tender a written offer to pay the amount it estimates to be the buyout
price and accrued interest, reduced by any offsets under subsection (c) of this section,
stating the time of payment, the amount and type of security for payment and the other
terms and conditions of the obligation.
(g) The payment or tender required by subsection (e) or (f) of this section, must be
accompanied by the following: (1) A statement of partnership assets and liabilities as
of the date of dissociation; (2) the latest available partnership balance sheet and income
statement, if any; (3) an explanation of how the estimated amount of the payment was
calculated; and (4) written notice that the payment is in full satisfaction of the obligation
to purchase unless, within one hundred twenty days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under
subsection (c) of this section or other terms of the obligation to purchase.
(h) A partner who wrongfully dissociates before the expiration of a definite term
or the completion of a particular undertaking is not entitled to payment of any portion
of the buyout price until the expiration of the term or completion of the undertaking,
unless the partner establishes to the satisfaction of the court that earlier payment will
not cause undue hardship to the business of the partnership. A deferred payment must
be adequately secured and bear interest.
(i) A dissociated partner may maintain an action against the partnership, pursuant
to subparagraph (B) of subdivision (2) of subsection (b) of section 34-339, to determine
the buyout price of that partner's interest, any offsets under subsection (c) of this section
or other terms of the obligation to purchase. The action must be commenced within one
hundred twenty days after the partnership has tendered payment or an offer to pay or
within one year after written demand for payment if no payment or offer to pay is
tendered. The court shall determine the buyout price of the dissociated partner's interest,
any offset due under subsection (c) of this section and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under
subsection (h) of this section, the court shall also determine the security for payment
and other terms of the obligation to purchase. The court may assess reasonable attorney's
fees and the fees and expenses of appraisers or other experts for a party to the action,
in amounts the court finds equitable, against a party that the court finds acted arbitrarily,
vexatiously or not in good faith. The finding may be based on the partnership's failure
to tender payment or an offer to pay or to comply with subsection (g) of this section.
(P.A. 95-341, S. 34, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-363. Dissociated partner's power to bind and liability to partnership.
(a) For two years after a partner dissociates without resulting in a dissolution and winding
up of the partnership business, the partnership, including a surviving partnership under
sections 34-384 to 34-391, inclusive, is bound by an act of the dissociated partner which
would have bound the partnership under section 34-322 before dissociation only if at
the time of entering into the transaction the other party: (1) Reasonably believed that
the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under subsection (e) of section 34-324 or notice under subsection (c) of section 34-365.
(b) A dissociated partner is liable to the partnership for any damage caused to the
partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section.
(P.A. 95-341, S. 35, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-364. Dissociated partner's liability to other persons. (a) 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 (b) of this
section.
(b) 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 sections 34-384 to 34-391,
inclusive, within two years after the partner's dissociation, only if at the time of entering
into the transaction the other party: (1) Reasonably believed that the dissociated partner
was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not
deemed to have had knowledge under subsection (e) of section 34-324 or notice under
subsection (c) of section 34-365.
(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(d) 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.
(P.A. 95-341, S. 36, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-365. Statement of dissociation. (a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that
the partner is dissociated from the partnership.
(b) A statement of dissociation is a limitation on the authority of a dissociated partner
for the purposes of subsections (d) and (e) of section 34-324.
(c) For the purposes of subdivision (3) of subsection (a) of section 34-363 and
subdivision (3) of subsection (b) of section 34-364, a person not a partner is deemed to
have notice of the dissociation ninety days after the statement of dissociation is filed.
(P.A. 95-341, S. 37, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-366. Continued use of partnership name. Continued use of a partnership
name, or a dissociated partner's name as part thereof, by partners continuing the business
does not of itself make the dissociated partner liable for an obligation of the partners or
the partnership continuing the business.
(P.A. 95-341, S. 38, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Secs. 34-367 to 34-371. Reserved for future use.
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Sec. 34-372. Events causing dissolution and winding up of partnership business. A partnership is dissolved, and its business must be wound up, only upon the
occurrence of any of the following events:
(1) In a partnership at will, the partnership's having notice from a partner, other
than a partner who is dissociated under subdivisions (2) to (10), inclusive, of section
34-355 of that partner's express will to withdraw as a partner, or on a later date specified
by the partner;
(2) In a partnership for a definite term or particular undertaking: (A) Within ninety
days after a partner's dissociation by death or otherwise under subdivisions (6) to (10),
inclusive, of section 34-355 or wrongful dissociation under subsection (b) of section 34-356, the express will of at least half of the remaining partners to wind up the partnership
business, for which purpose a partner's rightful dissociation pursuant to subparagraph
(A) of subdivision (2) of subsection (b) of section 34-356 constitutes the expression of
that partner's will to wind up the partnership business; (B) the express will of all of the
partners to wind up the partnership business; or (C) the expiration of the term or the
completion of the undertaking;
(3) An event agreed to in the partnership agreement resulting in the winding up of
the partnership business;
(4) An event that makes it unlawful for all or substantially all of the business of the
partnership to be continued, but a cure of illegality within ninety days after notice to
the partnership of the event is effective retroactively to the date of the event for purposes
of this section;
(5) On application by a partner, a judicial determination that: (A) The economic
purpose of the partnership is likely to be unreasonably frustrated; (B) another partner has
engaged in conduct relating to the partnership business which makes it not reasonably
practicable to carry on the business in partnership with that partner; or (C) it is not
otherwise reasonably practicable to carry on the partnership business in conformity with
the partnership agreement; or
(6) On application by a transferee of a partner's transferable interest, a judicial
determination that it is equitable to wind up the partnership business: (A) After the
expiration of the term or completion of the undertaking, if the partnership was for a
definite term or particular undertaking at the time of the transfer or entry of the charging
order that gave rise to the transfer; or (B) at any time, if the partnership was a partnership
at will at the time of the transfer or entry of the charging order that gave rise to the
transfer.
(P.A. 95-341, S. 39, 58; P.A. 00-50, S. 1; P.A. 06-57, S. 2.)
History: P.A. 95-341 effective July 1, 1997; P.A. 00-50 amended Subdiv. (2) by replacing in Subpara. (A) "unless
before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant
to subparagraph (A) of subdivision (2) of subsection (b) of section 34-356, agree to continue the partnership" with "the
express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's
rightful dissociation pursuant to subparagraph (A) of subdivision (2) of subsection (b) of section 34-356 constitutes the
expression of that partner's will to wind up the partnership business"; P.A. 06-57 amended Subdiv. (2)(A) by replacing
"The expiration of ninety days" with "Within ninety days".
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Sec. 34-373. Partnership continues after dissolution. (a) Subject to subsection
(b) of this section, a partnership continues after dissolution only for the purpose of
winding up its business. The partnership is terminated when the winding up of its business is completed.
(b) At any time after the dissolution of a partnership and before the winding up of
its business is completed, all of the partners, including any dissociating partner other
than a wrongfully dissociating partner, may waive the right to have the partnership's
business wound up and the partnership terminated. In that event: (1) The partnership
resumes carrying on its business as if dissolution had never occurred, and any liability
incurred by the partnership or a partner after the dissolution and before the waiver is
determined as if dissolution had never occurred; and (2) the rights of a third party accruing under subdivision (1) of section 34-375 or arising out of conduct in reliance on the
dissolution before the third party knew or received a notification of the waiver may not
be adversely affected.
(P.A. 95-341, S. 40, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-374. Right to wind up partnership business. (a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's
business, but on application of any partner, partner's legal representative or transferee,
the Superior Court, for good cause shown, may order judicial supervision of the winding up.
(b) The legal representative of the last surviving partner may wind up a partnership's
business.
(c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions
and proceedings, whether civil, criminal or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to section 34-378, settle
disputes by mediation or arbitration and perform other necessary acts.
(P.A. 95-341, S. 41, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-375. Partner's power to bind partnership after dissolution. Subject to
section 34-376, a partnership is bound by a partner's act after dissolution that:
(1) Is appropriate for winding up the partnership business; or
(2) Would have bound the partnership under section 34-322 before dissolution, if
the other party to the transaction did not have notice of the dissolution.
(P.A. 95-341, S. 42, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-376. Statement of dissolution. (a) After dissolution, a partner who has
not wrongfully dissociated may file a statement of dissolution stating the name of the
partnership and that the partnership has dissolved and is winding up its business.
(b) A statement of dissolution cancels a filed statement of partnership authority for
the purposes of subsection (d) of section 34-324 and is a limitation on authority for the
purposes of subsection (e) of said section.
(c) For the purposes of sections 34-322 and 34-375, a person not a partner is deemed
to have notice of the dissolution and the limitation on the partner's authority as a result
of the statement of dissolution ninety days after it is filed.
(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved
partnership may file and, if appropriate, record a statement of partnership authority
which will operate with respect to a person not a partner as provided in subsections (d)
and (e) of section 34-324 in any transaction, whether or not the transaction is appropriate
for winding up the partnership business.
(P.A. 95-341, S. 43, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-377. Partner's liability to other partners after dissolution. (a) Except
as otherwise provided in subsection (b) of this section and subsections (c) and (d) of
section 34-327, after dissolution a partner is liable to the other partners for the partner's
share of any partnership liability incurred under section 34-375.
(b) A partner who, with knowledge of the dissolution, incurs a partnership liability
under subdivision (2) of section 34-375 by an act that is not appropriate for winding
up the partnership business is liable to the partnership for any damage caused to the
partnership arising from the liability.
(P.A. 95-341, S. 44, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-378. Settlement of accounts and contributions among partners. (a) In
winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations
to creditors, including, to the extent permitted by law, partners who are creditors. Any
surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b) of this section.
(b) Each partner is entitled to a settlement of all partnership accounts upon winding
up the partnership business. In settling accounts among the partners, the profits and
losses that result from the liquidation of the partnership assets must be credited and
charged to the partners' accounts. The partnership shall make a distribution to a partner
in an amount equal to any excess of the credits over the charges in the partner's account.
Except as provided in subsection (c) of section 34-327, a partner shall contribute to the
partnership an amount equal to any excess of the charges over the credits in the partner's
account.
(c) If a partner fails to contribute the full amount required under subsection (b) of
this section, all of the other partners shall contribute, in the proportions in which those
partners share partnership losses, the additional amount necessary to satisfy the partnership obligations unless the obligation is for a debt, obligation or liability for which the
partner is not liable as provided in subsection (c) of section 34-327. A partner or partner's
legal representative may recover from the other partners any contributions the partner
makes to the extent the amount contributed exceeds that partner's share of the partnership
obligations and the other partners are liable under section 34-327.
(d) After the settlement of accounts, each partner shall contribute, in the proportion
in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement unless the obligation
is for a debt, obligation or liability for which the partner is not liable as provided in
subsection (c) of section 34-327.
(e) The estate of a deceased partner is liable for the partner's obligation to contribute
to the partnership.
(f) An assignee for the benefit of creditors of a partnership or a partner, or a person
appointed by a court to represent creditors of a partnership or a partner, may enforce a
partner's obligation to contribute to the partnership.
(P.A. 95-341, S. 45, 58; P.A. 00-50, S. 2.)
History: P.A. 95-341 effective July 1, 1997; P.A. 00-50 amended Subsec. (c) to make the failure of a partner to contribute
"the full amount required under subsection (b) of this section" the event that requires all of the other partners to contribute.
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Secs. 34-379 to 34-383. Reserved for future use.
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Sec. 34-384. Definitions. In this section and sections 34-385 to 34-391, inclusive:
(1) "General partner" means a partner in a partnership and a general partner in a
limited partnership.
(2) "Limited partner" means a limited partner in a limited partnership.
(3) "Limited partnership" means a limited partnership created under sections 34-9
to 34-38r, inclusive, predecessor law or comparable law of another jurisdiction.
(4) "Partner" includes both a general partner and a limited partner.
(P.A. 95-341, S. 46, 58.)
History: P.A. 95-341 effective July 1, 1997.
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