O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-8-15 (2019)

Liability of partners

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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(a) Except as provided in subsection (b) of this Code section, all partners are jointly and severally liable for all debts, obligations, and liabilities of the partnership. (b) Subject to subsection (c) of this Code section and to any contrary agreement among the partners, a partner in a limited liability partnership is not individually liable or accountable either directly or indirectly by way of indemnification, reimbursement, contribution, assessment, or otherwise for any debts, obligations, or liabilities of or chargeable to the partnership or another partner, whether arising in tort, contract, or otherwise, that are incurred, created, or assumed while such partner889

CORPORATIONS & PARTNERSHIPS

ship is a limited liability partnership, solely by reason of being such a partner or acting or omitting to act in such capacity or otherwise participating in the conduct of the activities of the limited liability partnership. Notwithstanding the provisions of this subsection, a partner may be personally liable for tax liabilities arising from the operation of the limited liability partnership as provided in Code Section 48-2-52. (c) Subsection (b) of this Code section shall not affect the liability of a partner in a limited liability partnership or the liability of the limited liability partnership for such partner’s own errors, omissions, negligence, malpractice, wrongful acts, incompetence, or misconduct. (d) A partner in a limited liability partnership is not a proper party to a proceeding if the object of the proceeding is to hold such partner liable either directly or indirectly by way of indemnification, reimbursement, contribution, assessment, or otherwise for liabilities for which such partner is not liable by reason of the provisions of this Code section.

History

(Code 1981, § 14-8-15, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1995, p. 470, § 3; Ga. L. 2001, p. 984, § 2.)

Annotations

Law reviews. - For article, ‘‘The Georgia LLC Act Comes of Age,’’ see 16 (No. 1) Ga. St. B. J. 20 (2010). For annual survey of law on business associations, see 62 Mercer L. Rev. 41 (2010). For article, ‘‘2013 Georgia Corporation and Business

Organization Case Law Developments,’’ see 19 Ga. St. B. J. 28 (April 2014). For note on the 2001 amendment to O.C.G.A. § 14-8-15, see 18 Ga. St. U. L. Rev. 294 (2001).

COMMENT Note to Uniform Partnership Act This section provides that all partners are liable for partnership debts and that the nature of their liability is joint and several. Prior Georgia Law Partners were individually liable for partnership debts pursuant to prior O.C.G.A. § 14-8-22. The nature of the partner’s individual liability was not specified. Official UPA Official Section 15 provides for joint liability for partnership debts and obligations other than those chargeable to the partnership under §§ 13 and 14. The liability for debts chargeable under the latter two sections is joint and several. With respect to the effect of this change, the requirement that all partners be joined in the original suit pursuant to O.C.G.A. § 9-2-26 and 9-13-59 may only apply to joint, rather than joint and several, liability. See Peach Motor Express Co. v. Salmon, 73 Ga. App. 816, 38 S.E.2d 302 (1946); Thompson v. Harris, 7 Ga. App. 212, 66 S.E. 629 (1909). Also, O.C.G.A. § 13-4-80, which provides for the release of one joint debtor by the release of another may not apply to joint and several obligations. See Hubert v. Lawson, 146 Ga. App. 698, 247 S.E.2d 223 (1978). But see Zimmerman’s, Inc. v. McDonough Construction Co., 240 Ga. 317, 240 S.E.2d 864 (1977).

Cross-References The scope of partnership liability for partnership acts: §§ 14-8-9, 14-8-13 and

Notes of Decisions
Cited in 16 cases (1 in the last 5 years), 1989–2021 · leading case: Griffin v. Fowler, 579 S.E.2d 848 (Ga. Ct. App. 2003).
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Griffin v. Fowler, 579 S.E.2d 848 (Ga. Ct. App. 2003). · cites it 2× “OCGA § 14-8-15 (b). The trial court found evidence that Fowler performed legal services on Griffin’s behalf prior to December 1997, and, therefore, that the defendant partners could not escape potential liability.”
Foxchase, Lllp v. Cliatt, 562 S.E.2d 221 (Ga. Ct. App. 2002). · cites it 2× “9 See OCGA § 14-8-15 (b). 10 Smith v. Hawks, 182 Ga.”
Canadyne-Georgia Corp. v. Bank of Am., N.A., 174 F. Supp. 2d 1337 (M.D. Ga. 2001). · cites it 4× “As the Court has already determined that WCW, Ltd. Ill is a liable party under CERCLA, the Woolfolk Trust is jointly and severally liable for WCW, Ltd.”
Pope v. Prof'l Funding Corp., 472 S.E.2d 116 (Ga. Ct. App. 1996). · cites it 2× “Pope contends the trial court erred by failing to grant his motions for summary judgment and directed verdict on the issue of conversion.”
Nolan Road West, Ltd. v. PNC Realty Holding Corp., 544 S.E.2d 750 (Ga. Ct. App. 2001). · cites it 2× “” Baker remains liable on contracts entered into while he served as general partner, see OCGA §§ 14-8-31 (a) (2); 14-8-36 (a); 14-8-41, 1 and since he was the general partner when Nolan signed the commission agreement in 1987, he was not entitled to summary judgment on the…”
Southcom Grp., Inc. v. Plath, 570 S.E.2d 341 (Ga. Ct. App. 2002). · cites it 2× “When suit is brought for a debt due by the partnership, the plaintiff may hold the individual partners liable by serving them.”
Block v. Woodbury, 438 S.E.2d 413 (Ga. Ct. App. 1993). · cites it 2× “See OCGA § 14-8-13 (when partner acting in ordinary course of partnership business commits wrongful acts, partnership is liable for damage caused thereby to same extent as partner committing the wrongful acts); OCGA § 14-8-15 (all partners are jointly and severally liable for…”
Sweeney v. Athens Reg'l Med. Ctr., 709 F. Supp. 1563 (M.D. Ga. 1989). · cites it 2× “O.C.G.A. § 14-8-15 (Supp.1988). In the instant case, Ms.”
Davis Et Al. v. Crescent Holdings & Investments, LLC, 785 S.E.2d 51 (Ga. Ct. App. 2016). · cites it 2× “OCGA § 14-8-13; see also OCGA § 14-8-15 (c) (a limited liability partnership may be held liable for a partner’s errors, wrongful acts, or misconduct).”
McCollum v. O'DELL, 525 S.E.2d 721 (Ga. Ct. App. 1999). · cites it 2× “12 OCGA § 14-8-15 (a). 13 See Willard v. Stewart Title Guaranty Co.”
McCaughey v. Murphy, 485 S.E.2d 511 (Ga. Ct. App. 1997). · cites it 2× “” OCGA § 14-8-15 (a); see Kochis v. Mills, 233 Ga.”
Yun v. Um, 627 S.E.2d 49 (Ga. Ct. App. 2006). · cites it 2× “” Here, the record contains no evidence that Yun and Yi entered an agreement to create an exception to the rule of joint liability under which Yun would be individually liable for the debts, obligations, and liabilities of a partnership.”
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