(1) Except as otherwise provided in subsection (2) of this section, all partners are liable:
(a) Jointly and severally for everything chargeable to the partnership under sections 7- 60-113 and 7-60-114;
(b) Jointly and severally for all other debts and obligations of the partnership, but any partner may enter into a separate obligation to perform a partnership contract.
(2) (a) Except as otherwise provided in the partnership agreement, partners in a limited liability partnership are not liable directly or indirectly, including by way of indemnification, contribution, or otherwise, under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of or chargeable to the partnership while it is a limited liability partnership; except that this subsection (2) shall not affect the liability of a partner in a limited liability partnership for such partner's own negligence, wrongful acts, or misconduct.
(b) Partners in a limited liability partnership do not become liable, directly or indirectly, for debts, obligations, or liabilities incurred while the partnership was a limited liability partnership merely because the partnership ceases to be a limited liability partnership.
Source: L. 31: p. 652, § 15. CSA: C. 123, § 15. CRS 53: § 104-1-15. C.R.S. 1963: § 104-1-15. L. 73: p. 1082, § 1. L. 95: Entire section amended, p. 778, § 3, effective May 24. L. 2004: (2) amended, p. 1423, § 77, effective July 1. Cross references: For service on partnerships, see rule 4(e)(4), C.R.C.P.; for judgments against partners and partnerships, see rule 54(e), C.R.C.P.; for judgments against partners not served with process, see rule 106 (a)(5), C.R.C.P.; for joint rights and obligations, see § 13-50- 101.
Notes of Decisions
Cruz v. Benine, 984 P.2d 1173 (Colo. 1999).
· cites it 4× “First, the UPL applies different liability standards to general partnerships like Cruz Enterprises, than those that apply to limited partnerships such as Empire.”
Toothman v. Freeborn & Peters, 80 P.3d 804 (Colo. Ct. App. 2002).
· cites it 2× “See §§ 7-60-115(1), 7-60-118(1), C.R.S.2002. The Williamson ruling adheres to these principles in that a partnership interest is presumed not to be an investment contract to the extent that partners have a legal right to participate in the management of the partnership.”
Ball v. Carlson, 641 P.2d 303 (Colo. Ct. App. 1981).
· cites it 3× “Section 7-60-115, C.R.S.1973; Kruse v. Bank of Fountain Valley, 28 Colo.”
Middlemist v. BDO Seidman, LLP, 958 P.2d 486 (Colo. Ct. App. 1997).
· cites it 2× “See § 7-60-115(2)(a), C.R.S. 1997. A party seeking to hold a partner of a limited liability partnership personally liable for alleged improper actions of the partnership must proceed as if attempting to pierce the corporate veil.”
Bank of Denver v. Se. Capital Grp., Inc., 763 F. Supp. 1552 (D. Colo. 1991).
· cites it 2× “Section 7-60-115(1) provides that all partners to a partnership are jointly and severally liable for everything chargeable to the partnership under Section 7-60-113.”
Hughes v. Johnson, 764 F. Supp. 1412 (D. Colo. 1991).
· cites it 6× “His liability is therefore predicated on Colo.Rev.Stat. § 7-60-115(1)(a) (1986 Repl.”
Kaneco Oil & Gas, Ltd., II v. Univ. Nat'l Bank, 732 P.2d 247 (Colo. Ct. App. 1986).
· cites it 2× “1981); § 7-60-115, C.R.S. (1986 Repl. Vol. 3A). Consequently, the trial court correctly held that both general partners of Kaneco were jointly and severally liable for the judgment debt of the partnership.”
Nat'l Commodity & Barter Ass'n v. United States, 625 F. Supp. 920 (D. Colo. 1986).
· cites it 2× “C.R.S. § 7-60-115. Applying these legal principles to the facts as they appear in the government’s assertions in the Bergsgaard affidavit, and the evidentiary record made in the course of this litigation, there is support for the government’s position that membership in the…”
Armstrong v. Armstrong, 714 F. Supp. 451 (D. Colo. 1989).
· cites it 2× “Dick’s next three defenses concern transactions and agreements between Bob and Dick.”
— Colo. Rev. Stat. § 7-60-115(1) — 3 cases
Bank of Denver v. Se. Capital Grp., Inc., 763 F. Supp. 1552 (D. Colo. 1991).
“Section 7-60-115(1) provides that all partners to a partnership are jointly and severally liable for everything chargeable to the partnership under Section 7-60-113.”
Toothman v. Freeborn & Peters, 80 P.3d 804 (Colo. Ct. App. 2002).
“See §§ 7-60-115(1), 7-60-118(1), C.R.S.2002. The Williamson ruling adheres to these principles in that a partnership interest is presumed not to be an investment contract to the extent that partners have a legal right to participate in the management of the partnership.”
— Colo. Rev. Stat. § 7-60-115(1)(a) — 1 case
Hughes v. Johnson, 764 F. Supp. 1412 (D. Colo. 1991).
“His liability is therefore predicated on Colo.Rev.Stat. § 7-60-115(1)(a) (1986 Repl.”
— Colo. Rev. Stat. § 7-60-115(2) — 2 cases
Cruz v. Benine, 984 P.2d 1173 (Colo. 1999).
“First, the UPL applies different liability standards to general partnerships like Cruz Enterprises, than those that apply to limited partnerships such as Empire.”
Toothman v. Freeborn & Peters, 80 P.3d 804 (Colo. Ct. App. 2002).
“See §§ 7-60-115(1), 7-60-118(1), C.R.S.2002. The Williamson ruling adheres to these principles in that a partnership interest is presumed not to be an investment contract to the extent that partners have a legal right to participate in the management of the partnership.”
— Colo. Rev. Stat. § 7-60-115(2)(a) — 2 cases
Cruz v. Benine, 984 P.2d 1173 (Colo. 1999).
“First, the UPL applies different liability standards to general partnerships like Cruz Enterprises, than those that apply to limited partnerships such as Empire.”
Middlemist v. BDO Seidman, LLP, 958 P.2d 486 (Colo. Ct. App. 1997).
“See § 7-60-115(2)(a), C.R.S. 1997. A party seeking to hold a partner of a limited liability partnership personally liable for alleged improper actions of the partnership must proceed as if attempting to pierce the corporate veil.”
— Colo. Rev. Stat. § 7-60-115(l)(a) — 1 case
Cruz v. Benine, 984 P.2d 1173 (Colo. 1999).
“First, the UPL applies different liability standards to general partnerships like Cruz Enterprises, than those that apply to limited partnerships such as Empire.”
— Colo. Rev. Stat. § 7-60-115(l)(b) — 1 case
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