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2018 Georgia Code 14-8-42 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-8-42 Case Law from Google Scholar Amendments to OCGA 14-8-42

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

14-8-42. Continuation of business after withdrawal or death of a partner.

When any partner withdraws or dies, and the business is continued under any of the conditions set forth in subsection (a) of Code Section 14-8-41 or paragraph (2) of subsection (b) of Code Section 14-8-38, without any settlement of accounts as between the withdrawn partner or the legal representative of the estate of a deceased partner and the persons or partnership continuing the business, unless otherwise agreed:

  1. Such persons or partnership shall obtain the discharge of the withdrawn partner or the legal representative of the estate of the deceased partner, or appropriately hold him harmless from all present or future partnership liabilities, and shall ascertain the value of his interest at the date of dissolution; and
  2. The withdrawn partner or legal representative of the estate of the deceased partner shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership, provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the withdrawn or deceased partner, shall have priority on any claim arising under this Code section, as provided by subsection (d) of Code Section 14-8-41.

(Code 1981, §14-8-42, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1985, p. 1436, § 7; Ga. L. 1990, p. 257, § 33.)

COMMENT

Note to Uniform Partnership Act This section provides that where the partnership is continued by some of the former partners after dissolution, the retiring partner, or the estate of a deceased partner, is entitled, in the absence of contrary agreement, to receive from the partnership as a subordinate creditor the value of the retiring or deceased partner's interest plus either interest on this amount or profits attributable to the use of the partner's property right by the new firm.

Prior Georgia Law There was no comparable provision. Case law supported a right to post-dissolution "profits" (without defining this term) where the partnership was not seasonably wound up, computed from the time settlement should have been made. See Bryan v. Maddox, 249 Ga. 762, 295 S.E.2d 60 (1982); Huggins v. Huggins, 117 Ga. 151, 43 S.E. 759 (1902).

Official UPA The reference to § 14-8-41 has been changed from the official version to reflect the changes made in the official § 41. See the Comment to § 14-8-41. The effect of referring to the changed § 14-8-41 in § 14-8-42 is to make the latter section applicable even if the retiring partner or estate fails to consent to continuation of the business. This is contra the holding in Blut v. Katz, 13 N.J. 374, 99 A.2d 785 (1953). Section14-8-42 also differs from the official version in giving all withdrawing partners and estates of deceased partners the same protection from partnership debts that is afforded wrongfully withdrawing partners under new § 14-8-38(b).

Note to 1990 Amendment The 1990 amendment corrected an erroneous cross-reference.

Cross-References Definition of "interest": § 14-8-2(5). Continued partnership status of retiring or deceased partner: §§ 14-8-6,14-8-7, and14-8-16. Partner's pre-dissolution profit share: § 14-8-18(1). Right to continue partnership business after dissolution: § 14-8-38. Retiring partner or estate of deceased partner as creditor of partnership: § 14-8-41(d).

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, §§ 85 et seq., 713 et seq.

C.J.S.

- 68 C.J.S., Partnership, §§ 305 et seq., 364 et seq.

ALR.

- Admissibility of evidence of plaintiff's or decedent's drawings from partnership or other business as evidence of earning capacity, in action for personal injury or death, 82 A.L.R.2d 679.

Cases Citing Georgia Code 14-8-42 From Courtlistener.com

Total Results: 1

Chaney v. Burdett

Court: Supreme Court of Georgia | Date Filed: 2002-02-25

Citation: 560 S.E.2d 21, 274 Ga. 805

Snippet: prior Georgia case law." OCGA §§ 14-8-41(a) and 14-8-42 do not require a different interpretation of OCGA