O.C.G.A. § 14-8-34 (2019)
Liability of partners to copartners for actions following dissolution of partnership
Subject to contrary agreement of the partners, each partner is liable to his or her copartners for his or her share of any liability created by any partner acting for the partnership after dissolution as if the partnership had not been dissolved; provided, however, that a partner shall not be liable to the partner acting for the partnership after dissolution where:
(1) The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution;
(2) The dissolution being by the death of a partner, the partner acting for the partnership had knowledge or notice of the death;
(3) The dissolution is not by the act or death of a partner; or
(4) The liability is for a debt or obligation for which the partner is not liable as provided in subsection (b) of Code Section 14-8-15.
History
(Code 1981, § 14-8-34, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1985, p. 1436, § 4; Ga. L. 1995, p. 470, § 5.)
Annotations
COMMENT Note to Uniform Partnership Act This section provides that a partner is entitled to contribution with respect to liabilities created in post-dissolution transactions as if the partnership had not been dissolved, except in certain situations in which the partner who is seeking contribution was the acting partner and knew, had notice or should have known of the dissolution.
CORPORATIONS & PARTNERSHIPS
Prior Georgia Law There was no comparable provision. Official UPA The official version has been changed by the addition of ‘‘after dissolution’’ after ‘‘acting for the partnership’’ in two places. Also, the proviso was added to the opening paragraph so that the rights of a non-acting partner would not be affected merely because the acting partner knew or should have known of the dissolution. Finally, paragraph (3) was added so that the section, including the proviso just discussed, covers all post-dissolution transactions, and not merely dissolution caused by a partner’s act or death. Cross-References Indemnification by partnership for pre-dissolution liabilities: § 14-8-18(2). Partner’s duty to contribute toward pre-dissolution liabilities: § 14-8-40(4)-(7). Indemnification where the partnership is dissolved for fraud: § 14-8-39. Definitions of ‘‘knowledge’’ and ‘‘notice’’: § 14-8-3. RESEARCH REFERENCES Am. Jur. 2d. - 59A Am. Jur. 2d, Partnership, § 581.
C.J.S. - 68 C.J.S., Partnership, § 434 et seq.