Massachusetts General Laws

Mass. Gen. Laws ch. 108A, § 15 (2026)

Joint and several liability of partners

✓ current as of July 2026

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Section 15. (1) Except as provided in paragraph (2), all partners are liable:

(a) Jointly and severally for everything chargeable to the partnership under sections thirteen and fourteen.

(b) Jointly for all other debts and obligations of the partnership; but any partner may enter into a separate obligation to perform a partnership contract.

(2) Subject to the provisions of paragraph (3), a partner in a registered limited liability partnership shall not be personally liable directly or indirectly, including, without limitation, by way of indemnification, contribution, assessment or otherwise, for debts, obligations and liabilities of or chargeable to such partnership, whether in tort, contract or otherwise arising while the partnership is a registered limited liability partnership.

(3) Paragraph (2) shall not affect (a) the liability of a partner in a registered limited liability partnership arising in whole or in part from such partner's own negligence, wrongful acts, errors or omissions, (b) the availability of partnership property to satisfy debts, obligations and liabilities of the partnership or (c) the persons on whom process may be served in an action against the partnership.

(4) Notwithstanding paragraphs (2) and (3), the personal liability of a partner in a limited liability partnership engaged in the rendering of professional services shall not be less than the personal liability of a shareholder of a professional corporation organized under chapter one hundred and fifty-six A engaged in the rendering of the same professional services.

Notes of Decisions

Cited in 13 cases, 1981–2013 · leading case: Starr v. Fordham, 648 N.E.2d 1261 (Mass. 1995).

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Starr v. Fordham, 648 N.E.2d 1261 (Mass. 1995). · cites it 2× “G. L. c. 108A, § 15 (6) (1992 ed.). 12 The partnership’s office lease was indisputably a monetary obligation for which each partner was jointly liable.”

Dow v. Donovan, 150 F. Supp. 2d 249 (D. Mass. 2001). · cites it 3× “I accept neither of these contrasting contentions about the scope of liability and relief available under the Limited Liability Partnership statute, M.G.L. c. 108A, § 15. I do not, however, decide at this time unsettled questions regarding what proof plaintiff will have to make…”

In Re Medallion Realty Trust, 103 B.R. 8 (Bankr. D. Mass. 1989). “Mass.Gen.L. ch. 108A, § 15. A partnership, as defined in the Uniform Partnership Act adopted in Massachusetts, is an “association of two or moré persons to carry on as co-owners a business for profit.”

Tilcon Capaldi, Inc. v. Feldman, 249 F.3d 54 (1st Cir. 2001). “See Mass. Gen. Laws ch. 108A, § 15(1) (1998); R.”

In Re Mahoney Hawkes, LLP, 289 B.R. 285 (Bankr. D. Mass. 2002). “Regarding this argument, Judge Queenan stated Beyond all this, the Debtor’s reliance on decisions involving professional partnerships is misplaced.”

E. Elec. Co. v. Taylor Woodrow Blitman Constr. Corp., 414 N.E.2d 1023 (Mass. App. Ct. 1981). “These considerations certainly support the conclusion that Taylor-South cannot appropriately be treated as a partnership between Taylor and South, governed by G. L. c. 108A, § 15(h). These considerations also support holding each joint venturer liable severally, as well as…”

Fusco v. Rocky Mountain I Investments Ltd. P'ship, 677 N.E.2d 1165 (Mass. App. Ct. 1997). “108 A, § 15; it does not incorporate the principal of joint liability of “all partners” in a general partnership for partnership debts as set forth in G. L. c. 108A, § 15.”

Maker v. Bermingham, 592 N.E.2d 1339 (Mass. App. Ct. 1992). “11, § 1207 (1984), and G. L. c. 108A, § 15, provide that all partners are jointly liable for all debts and obligations of the partnership.”

Largo Realty, Inc. v. Purcell, 928 N.E.2d 999 (Mass. App. Ct. 2010). “” G. L. c. 108A, § 15(2), as amended by St.”

Verizon Yellow Pages Co. v. Sims & Sims, PC, 15 Mass. L. Rptr. 734 (Mass. Super. Ct. 2003). · cites it 2× “” G.L.c. 108A, §15. “Thus, to reach the assets of a business being conducted as a general partnership .”

Weiss v. Grolman, 30 Mass. L. Rptr. 295 (Mass. Super. Ct. 2012). “See G.L.c. 108A, §15. Thus, with respect to claims arising from their practice, their interests are identical.”

Sherter v. Ross Fialkow Capital Partners, LLP, 31 Mass. L. Rptr. 98 (Mass. Super. Ct. 2013). “” G.L.c. 108A, §15(2)-(3). To the extent that Ross himself materially aided in the sale, then, his status as a limited partner does not shield him.”

Show all 13 citing cases →

— Mass. Gen. Laws ch. 108A, § 15(1) — 1 case

Tilcon Capaldi, Inc. v. Feldman, 249 F.3d 54 (1st Cir. 2001). “See Mass. Gen. Laws ch. 108A, § 15(1) (1998); R.”

— Mass. Gen. Laws ch. 108A, § 15(2) — 3 cases

Dow v. Donovan, 150 F. Supp. 2d 249 (D. Mass. 2001). “I accept neither of these contrasting contentions about the scope of liability and relief available under the Limited Liability Partnership statute, M.G.L. c. 108A, § 15. I do not, however, decide at this time unsettled questions regarding what proof plaintiff will have to make…”

Largo Realty, Inc. v. Purcell, 928 N.E.2d 999 (Mass. App. Ct. 2010). “” G. L. c. 108A, § 15(2), as amended by St.”

Sherter v. Ross Fialkow Capital Partners, LLP, 31 Mass. L. Rptr. 98 (Mass. Super. Ct. 2013). “” G.L.c. 108A, §15(2)-(3). To the extent that Ross himself materially aided in the sale, then, his status as a limited partner does not shield him.”

— Mass. Gen. Laws ch. 108A, § 15(3)(c) — 1 case

Dow v. Donovan, 150 F. Supp. 2d 249 (D. Mass. 2001). “I accept neither of these contrasting contentions about the scope of liability and relief available under the Limited Liability Partnership statute, M.G.L. c. 108A, § 15. I do not, however, decide at this time unsettled questions regarding what proof plaintiff will have to make…”

— Mass. Gen. Laws ch. 108A, § 15(b)(2) — 1 case

Verizon Yellow Pages Co. v. Sims & Sims, PC, 15 Mass. L. Rptr. 734 (Mass. Super. Ct. 2003). “” G.L.c. 108A, §15. “Thus, to reach the assets of a business being conducted as a general partnership .”

— Mass. Gen. Laws ch. 108A, § 15(h) — 1 case

E. Elec. Co. v. Taylor Woodrow Blitman Constr. Corp., 414 N.E.2d 1023 (Mass. App. Ct. 1981). “These considerations certainly support the conclusion that Taylor-South cannot appropriately be treated as a partnership between Taylor and South, governed by G. L. c. 108A, § 15(h). These considerations also support holding each joint venturer liable severally, as well as…”

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