TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 8. Partnerships, 14-8-1 through 14-8-64.

ARTICLE 3 CORPORATIONS ORGANIZED FOR RELIGIOUS, FRATERNAL, OR EDUCATIONAL PURPOSES

14-8-23. Continuation of partnership after time of termination.

When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.
A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima-facie evidence of a continuation of the partnership.

(Code 1981, §14-8-23, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1994, p. 97, § 14.)

COMMENT

Note to Uniform Partnership Act This section provides that, in the absence of contrary agreement, the partners' rights and duties continue after the end of a fixed term or completion of a particular undertaking if the partnership is continued, except that the partnership becomes one at will. Continuation of the partnership may be inferred from the continuation of the business without any settlement of partnership affairs.

Prior Georgia Law There was no precisely comparable provision. Prior O.C.G.A. § 14-8-24(b) provided for continuation of a partnership for a term only until the expiration of its term or the death of a partner. However, this section did not explicitly invalidate an agreement to continue the partnership beyond its term or prevent the inference of such an agreement from the continuation of the business of the partnership.

Official UPA This section is the same as the official version.

Cross-References Dissolution of a partnership upon termination of term or undertaking: § 14-8-31(a). Settlement of accounts on dissolution: §§ 14-8-38,14-8-40 and14-8-42.

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, decisions decided under former Code 1933, § 75-106 are included in the annotations for this Code section.

Incorporation of partnership formed by oral agreement.

- When company which was formed as partnership by oral agreement is incorporated, incorporation terminates partnership and is notice to partner and to all interested persons of its termination. Baker v. Schneider, 210 Ga. 493, 80 S.E.2d 783 (1954) (decided under former Code 1933, § 75-106); Carnes v. McNeal, 224 Ga. App. 88, 479 S.E.2d 474 (1996).

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 85 et seq.

C.J.S.

- 68 C.J.S., Partnership, § 87.

ALR.

- Right of one partner to maintain action at law against the other for damages from wrongful dissolutions of firm, 4 A.L.R. 158.

Partnership land as real or personal property for purposes of descent and distribution, 25 A.L.R. 389.

Liability of former partners as such in respect of transactions subsequent to incorporation of their business, 89 A.L.R. 986.

Specific performance of agreement, or provisions thereof, involving partnership at will, 70 A.L.R.2d 618.

Sale or transfer of interest by partner as dissolving partnership, 75 A.L.R.2d 1036.

Construction and application of expulsion provision in partnership agreement between attorneys, 72 A.L.R.3d 1226.

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