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(Code 1981, §14-8-41, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1985, p. 1436, § 6.)
Note to Uniform Partnership Act Subsection (a) permits pre-dissolution creditors to share on an equal basis with post-dissolution creditors in the assets of a new partnership carried on by one or more members of the old firm even without an assignment of assets or consent by the new partnership. Pursuant to subsection (b), where the business is carried on by wholly new owners (which would include continuation by a corporate entity) the assets of the new firm are not subject to pre-dissolution debts unless the new owners consent. Subsection (c) provides that incoming partners are not personally liable for old firm debts unless they expressly assume such liability. Subsection (d) provides that where a retiring partner or estate of deceased partner continues to receive payments as a creditor of the firm (see new § 14-8-42), he is subordinated to the other creditors of the firm. Subsection (e) preserves such creditors' rights as those arising under the Uniform Fraudulent Conveyance Act. Finally, subsection (f) provides that an estate of a deceased partner does not become liable for post dissolution debts merely because the deceased partner's name is used as part of the firm's name.
Prior Georgia Law Prior O.C.G.A. § 14-8-44 was consistent with new subsection (c) to the extent that it provides that a new partner is not personally liable for pre-existing debts. Prior case law was consistent with new subsection (b). See Taylor Lumber Co. v. Clark Lumber Co., 33 Ga. App. 815, 127 S.E. 905 (1925). Prior Georgia law was inconsistent with subsection (a). See the Comment to new § 14-8-17. There were no provisions or cases on point with respect to the matters covered by subsections (d)-(f).
Official UPA The section has been changed from the official version by the coverage in subsection (a) of all of the situations covered by official subsections 41(1)-(3) and (5)-(6). The effect of this change, apart from simplification, is to preserve the rights of pre-dissolution creditors against the assets of a new firm carried on by one or more of the old members regardless of whether the new firm consented or whether there was an assignment of property rights.
Cross-References Partners' liability for post-dissolution debts: §§ 14-8-16 and14-8-35. Liability of incoming partner: § 14-8-17. Changes in membership as causes of dissolution: § 14-8-31. Personal liability of partners of pre-dissolution firm for pre-dissolution debts: § 14-8-36. Retired partner or estate of deceased partner as creditor of new partnership: § 14-8-42.
- 59A Am. Jur. 2d, Partnership, §§ 715, 750 et seq.
- 68 C.J.S., Partnership, §§ 232 et seq., 343 et seq., 434, 435.
- Construction and application of expulsion provision in medical partnership agreement, 87 A.L.R.3d 328.
Total Results: 2
Court: Supreme Court of Georgia | Date Filed: 2002-02-25
Citation: 560 S.E.2d 21, 274 Ga. 805
Snippet: consistent with prior Georgia case law." OCGA §§ 14-8-41(a) and 14-8-42 do not require a different interpretation
Court: Supreme Court of Georgia | Date Filed: 2001-06-25
Citation: 549 S.E.2d 81, 274 Ga. 8, 2001 Fulton County D. Rep. 1985, 2001 Ga. LEXIS 526
Snippet: Goldberg, 99 A2d 474, 476 (Pa. 1953). See also OCGA § 14-8-41 (a). Where title to real property is in the name