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2018 Georgia Code 14-8-33 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-8-33 Case Law from Google Scholar Amendments to OCGA 14-8-33

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

14-8-33. Limitation of authority of partner to act for dissolved partnership.

Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership:

  1. With respect to the partners, as declared in Code Section 14-8-34; and
  2. With respect to persons not partners, as declared in Code Section 14-8-35.

(Code 1981, §14-8-33, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1985, p. 1436, § 3.)

COMMENT

Note to Uniform Partnership Act This section introduces the effect of dissolution on a partner's authority. This subject is discussed in the following two sections.

Prior Georgia Law There was no comparable provision.

Official UPA Paragraph (1) has been redrafted to shift coverage of contribution when the dissolution is not by the act or death of a partner to § 14-8-34. See the Comment to § 14-8-34.

Cross-References Effect of new promise to pay debt by a partner after dissolution of partnership, § 9-3-115. Partner's right to contribution from other partners with respect to post-dissolution transactions: § 14-8-34. Partner's power to bind partnership to third persons after dissolution: § 14-8-35.

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, decisions under former Code 1873, §§ 1910, 1917; former Code 1882, §§ 1896, 1910; former Civil Code 1895, §§ 2652, 2659; and former Civil Code 1910, §§ 3164, 3181, 3188 are included in the annotations to this Code section.

Effect of dissolution.

- After dissolution, a partner has no power to bind the firm by a new contract, nor to revive one for any cause extant, nor to renew or continue an existing liability, nor change its dignity or its nature. Louderback, Gilbert & Co. v. Lilly & Wood, 75 Ga. 855 (1885) (decided under former Code 1882, § 1896).

One partner cannot, therefore, execute the partnership note or an unpaid firm debt. Bennett v. Watson, 31 Ga. App. 367, 120 S.E. 802 (1923) (decided under former Civil Code 1910, § 3164).

After dissolution of a partnership by the retirement of one of the partners, the continuing partner has no power to bind the retiring partner by a new agreement, or, as to the retiring partner, renew or continue a liability of the firm. In such case the retiring partner becomes a surety to the copartner to the debts of the partnership before dissolution. MacIntyre v. Massey, 11 Ga. App. 458, 75 S.E. 814 (1912) (decided under former Civil Code 1910, § 3188).

A creditor of a partnership, with notice of its dissolution and with notice of an agreement by the continuing partner to assume the debts of the partnership, is bound thereafter to accord to the retiring partner all the rights of a surety. MacIntyre v. Massey, 11 Ga. App. 458, 75 S.E. 814 (1912) (decided under former Civil Code 1910, § 3188).

If, without the knowledge or consent of the retiring partner, the creditor of the partnership, upon a sufficient consideration, extends the time of payment of the firm indebtedness, the retiring partner is released from the indebtedness, and the creditor must thereafter look only to the firm assets and to the individual assets of the continuing partner. MacIntyre v. Massey, 11 Ga. App. 458, 75 S.E. 814 (1912) (decided under former Civil Code 1910, § 3188).

The receipt from the continuing partner by the holder of the partnership note of any part of the principal of the note or of any part of the interest in advance of the time when due, without the knowledge or consent of the retiring partner, as a consideration for an extension of the time of payment of the note, would amount in law to a release of the latter's liability on the note. MacIntyre v. Massey, 11 Ga. App. 458, 75 S.E. 814 (1912) (decided under former Civil Code 1910, § 3188).

Dissolution by operation of law ends all executory contracts. Lesser v. Gray, 8 Ga. App. 605, 70 S.E. 104 (1911), aff 'd, 236 U.S. 70, 35 S. Ct. 227, 59 L. Ed. 471 (1915) (decided under former Civil Code 1910).

Partner cannot endorse new draft in substitution.

- After dissolution, one partner cannot endorse a new draft and substitute it for an old one endorsed by the firm. First Nat'l Bank v. Ells, 68 Ga. 192 (1881) (decided under former Code 1873, § 1917).

Partners may be estopped to deny note executed by one partner.

- Although after dissolution there is no power in one partner to execute a note in the firm name, the other surviving partners may be estopped by acquiescence. Joseph A. Roberts & Co. v. Barrow, 53 Ga. 314 (1874) (decided under former Code 1873, § 1917).

Nonconsenting partners discharged when note accepted by creditor with knowledge.

- If a creditor with knowledge of dissolution accepts a note made by one of the former partners in the firm name, the other members who do not consent are discharged. First Nat'l Bank v. Ells, 68 Ga. 192 (1881) (decided under former Code 1873, § 1917); First Nat'l Bank v. Cody, 93 Ga. 127, 19 S.E. 831 (1894) (decided under former Code 1873, § 1917); Mims v. Brook & Co., 3 Ga. App. 247, 59 S.E. 711 (1907) (decided under former Civil Code 1895, § 2659).

Liability for past transactions.

- The dissolution of a partnership does not absolve the partners from liability upon past transactions. First Nat'l Bank v. Cody, 93 Ga. 127, 19 S.E. 831 (1894) (decided under former Code 1873, § 1917).

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 573 et seq.

C.J.S.

- 68 C.J.S., Partnership, § 431 et seq.

ALR.

- Powers of liquidating partner with respect to incurring of obligations, 60 A.L.R.2d 826.

No results found for Georgia Code 14-8-33.