Editor's notes.

- In light of the similarity of the statutory provisions, decisions under former Civil Code 1910, §§ 3162, 3176, former Code 1933, §§ 75-107, 75-208 and former Code Sections 14-8-47, 14-8-90, and 14-8-92, in effect prior to the 1984 repeal and reenactment of this chapter, are included in the annotations to this Code section.

Continuation of partnership until debts extinguished.

- Upon the death of a partner, the partnership still continues until all debts of the partnership for its past obligations, or for those necessarily assumed in winding up of the partnership, are extinguished. Ledbetter v. Farrar Lumber Co., 177 Ga. 779, 171 S.E. 374 (1933) (decided under former Civil Code 1910, § 3176).

Continuation of business in order to liquidate.

- Though a partnership is dissolved by the death of one of its members, the surviving partner may continue the business in order to liquidate and conclude the partnership. Ledbetter v. Farrar Lumber Co., 177 Ga. 779, 171 S.E. 374 (1933) (decided under former Civil Code 1910, § 3176).

Continuation of business by surviving partners.

- When, on the death of one of the members, the surviving partners, instead of treating the partnership as dissolved, continue to do business as a partnership in the same manner and for the same purpose as before, they will be estopped to deny the existence of the partnership as to debts subsequently incurred within the legitimate business of the partnership as thus continued by them. Rowland v. Lovett, 45 Ga. App. 123, 163 S.E. 511 (1932) (decided under former Civil Code 1910, § 3162); Carnes v. Mobley's Tire & Recap Serv., Inc., 134 Ga. App. 913, 216 S.E.2d 703 (1975) (decided under former Code 1933, § 75-107).

When dissolution absolute.

- "Dissolution" of a partnership caused by the death of a partner is not absolute until the partnership becomes extinct by a complete winding up of all its affairs by the surviving partner or partners. Ledbetter v. Farrar Lumber Co., 177 Ga. 779, 171 S.E. 374 (1933) (decided under former Code 1933, § 75-107).

Limitation on surviving partner in concluding partnership business.

- Upon the death of a partner, a partnership is dissolved, and in the absence of agreement, the surviving partner in concluding the partnership business has the right only to convert the assets of the partnership into cash, pay the debts of the firm, and make a distribution to the administrator of the estate of the deceased partner. Richter v. Richter, 202 Ga. 554, 43 S.E.2d 635 (1947) (decided under former Code 1933, § 75-208).

Assets remain partnership's until partnership debts paid.

- Upon death of a partner, partnership assets rightfully belong in possession of the surviving partner, and none of the assets could ever belong to the estate of the deceased partner until all debts of the partnership are paid, including what may be due to the surviving partner. Kinney v. Robinson, 181 Ga. 837, 184 S.E. 616 (1936) (decided under former Code 1933, § 75-107).

On the death of a partner, title to personal assets of the firm is cast upon the survivor, who is charged with their administration. This entails payment of partnership debts and paying over deceased partner's share in the surplus to the deceased's legal representatives. Roberts v. First Nat'l Bank, 61 Ga. App. 284, 6 S.E.2d 88 (1939) (decided under former Code 1933, § 75-208).

Deceased partner's estate not entitled to partnership assets.

- Unless there is surplus, none of partnership assets constitute any part of deceased partner's estate. Roberts v. First Nat'l Bank, 61 Ga. App. 284, 6 S.E.2d 88 (1939) (decided under former Code 1933, § 75-208).

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 691 et seq.

C.J.S.

- 68 C.J.S., Partnership, § 425, 426.

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.

Right of solvent partner to close firm business upon bankruptcy or insolvency of copartner, 29 A.L.R. 45.

Partner's lien on or interest in assets of partnership as affected by dissolution agreement, 43 A.L.R. 95.

Accountability of partner or joint adventurer for profits earned subsequently to death or dissolution, 80 A.L.R. 12; 55 A.L.R.2d 1391.

Dissolution of partnership as affecting efficacy of service on single partner in action against a partnership or partners before partnership affairs have been wound up, 136 A.L.R. 1071.

Applicability of statute of nonclaim or limitation statute as between surviving partner and estate of deceased partner, 157 A.L.R. 1114.

Provision of partnership agreement giving one partner option to buy out the other, 160 A.L.R. 523.

Agency conferred upon partners as affected by dissolution of the partnership, 170 A.L.R. 512.

Right to use firm name on dissolution of partnership, 173 A.L.R. 444.

Rights in profits earned by partnership or joint adventure after death or dissolution, 55 A.L.R.2d 1391.

Accountability for good will on dissolution of partnership, 65 A.L.R.2d 521.

Rights as to business unfinished or fees uncollected upon withdrawal or death of partner in law firm, 78 A.L.R.2d 280.