O.C.G.A. § 14-8-14 (2019)

Annotations

JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, decisions under former Civil Code 1910, § 4588, former Code 1933, §§ 75-103, 75-104, 75-206 and former Code Sections 14-8-22 and 14-8-41, in effect prior to the 1984 repeal and reenactment of this chapter, are included in the annotations to this Code section. Inducing extension of credit by representation of self as partner. - Whatever may be interest of parties, and whether they be in fact partners under the bargain or not, they will be liable, as such, if they so act as to hold themselves out to the world as such; thus, credit extended to a firm on faith of representations by a person that the person is interested in the bargain will create debt against the person as a partner. Pope v. Triangle Chem. Co., 157 Ga. App. 386, 277 S.E.2d 758 (1981) (decided under former Code 1933, § 75-104). Declaring partner an independent contractor not effective to avoid liability. - A partner in a joint venture is liable for the wrongful acts of its partner committed in the ordinary course of business of the joint venture and cannot avoid this liability by an agreement between the partners that one of the partners will carry out the business of the joint venture as an independent contractor. Block v. Woodbury, 211 Ga. App. 184, 438 S.E.2d 413 (1993). Liability for tort committed by partner who died before legal action. - When the partner who actually committed a tort dies before action is brought, whether or not such death abates the cause of action as related to individual liability of the dead partner or the partner’s estate, it does not affect the liability

of the partnership or of the other partner. Rogers v. Carmichael, 184 Ga. 496, 192 S.E. 39 (1937) (decided under former Code 1933, § 75-103). Allegedly slanderous statements by physician partner. - Factual question, precluding summary judgment, was raised as to whether physician’s allegedly slanderous statements about a nurse-midwife were made either in the ordinary course of the business of a professional partnership or with the authority of the physician’s partners. Sweeney v. Athens Regional Medical Ctr., 709 F. Supp. 1563 (M.D. Ga. 1989). Right of contribution and set off. - When copartnership entailed loss and none of copartnership debts had been paid, no right of contribution arose, and no right to set off partnership liabilities against a suit on a note by one of the partners against the other partners. Brinson v. Franklin, 177 Ga. 727, 171 S.E. 287 (1933) (decided under former Civil Code 1910, § 4588). Partner individually liable when partnership discharges in bankruptcy. - Adjudication of partnership as bankrupt, followed by discharge in bankruptcy, would not relieve or discharge one of partners from the partner’s individual liability for partnership debts, since the partner personally was not adjudicated or discharged as bankrupt. Rowland v. Lovett, 45 Ga. App. 123, 163 S.E. 511 (1932) (decided under former Civil Code 1910). Liability of individual partners for judgment against partnership. - A company that had obtained a default judgment against a general partnership and one of its partners in a suit alleging breach of contract and negligent construc-

CORPORATIONS & PARTNERSHIPS

tion, was entitled, under O.C.G.A. § 14-8-15, to summary judgment in a subsequent suit against the remaining partners because they were jointly and severally liable for the judgment against the partnership. J.T. Turner Constr. Co. v. Summerour, 301 Ga. App. 323, 687 S.E.2d 612 (2009). When no partnership found, owner was individually liable. - As it was error to find the existence of a partnership between a business owner and an alleged partner, as the business was not included in any partnership agreement, described in any recorded statement, or acquired in a partnership name, when the business sold, and the owner effectuated the sale in an individual capacity, the owner, and not

the alleged partner or partnership entity, remained liable as an individual guarantor on the sale. Yun v. Um, 277 Ga. App. 477, 627 S.E.2d 49 (2006). Joint judgment. - If there is joint liability by two or more partners, joint judgment may be rendered, and the respective liabilities of the defendants may be adjudged. Johnson v. Townsend, 192 Ga. 522, 15 S.E.2d 790 (1941) (decided under former Code 1933, § 75-206). Cited in Young v. Higingbotham, 226 Ga. App. 164, 486 S.E.2d 382 (1997); Southcom Group, Inc. v. Plath, 257 Ga. App. 46, 570 S.E.2d 341 (2002); Davis v. Crescent Holdings & Invs., LLC, 336 Ga. App. 378, 785 S.E.2d 51 (2016).

RESEARCH REFERENCES Am. Jur. 2d. - 59A Am. Jur. 2d, Partnership, § 345 et seq. C.J.S. - 68 C.J.S., Partnership, §§ 204, 225 et seq. ALR. - Actions at law between partners and partnerships, 58 ALR 621; 168 ALR 1088. Right of other partners or partnership creditors in respect of insurance on interest of one of the partners, 61 ALR 1201. Liability of special partner who has withdrawn his capital, to creditors of the firm, 67 ALR 1096. Profession at time of act or contract to be acting for another as a necessary condition of its ratification by latter, 124 ALR 893. Partnership as distinguished from employment (where rights of parties inter se or their privies are concerned), 137 ALR 6.

Judgment for or against partner as res judicata in favor of or against copartner not a party to the judgment, 11 ALR2d 847. Constructive trust in favor of partnership where one partner purchases real estate with his own funds, 44 ALR2d 519. Dismissal, discontinuance, or nonsuit as to some defendants in contract action against partnership or partners as affecting others, 44 ALR2d 580. Necessity and manner of pleading denial of partnership in action by third person against alleged partners, 68 ALR2d 545. Rights as to business unfinished or fees uncollected upon withdrawal or death of partner in law firm, 78 ALR2d 280. Liability of partners or partnership for libel, 88 ALR2d 474.