Massachusetts General Laws
Mass. Gen. Laws ch. 108A, § 23 (2026)
Continuation of partnership beyond time fixed for termination
✓ current as of July 2026
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Section 23. (1) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.
(2) A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership.
Notes of Decisions
Cited in 3
cases, 2006–2017 · leading case: Loan Modification Grp., Inc. v. Reed, 694 F.3d 145 (1st Cir. 2012).
Loan Modification Grp., Inc. v. Reed, 694 F.3d 145 (1st Cir. 2012). “Under Mass. Gen. Laws ch. 108A, § 23(2), “[a] continuation of the business by the partners .”
Reed v. Zak (In re Zak), 573 B.R. 13 (Bankr. D. Mass. 2017). “at 152 (citations omitted). It concluded: [T]he jury could have easily concluded that LMG utilized Reed’s client database to operate its business, and that by continuing the business with the assets (customer base) that Reed contributed, LMG breached its duties and obligations…”
Tropeano v. Dorman, 441 F.3d 69 (1st Cir. 2006). “Thereafter, they said, the Partnership became a partnership at will by operation of law under Mass. Gen. Laws ch. 108A, § 23(1), which states: When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking…”
Mass. Gen. Laws ch. 108A, § 23(1): 1 case
Tropeano v. Dorman, 441 F.3d 69 (1st Cir. 2006). “Thereafter, they said, the Partnership became a partnership at will by operation of law under Mass. Gen. Laws ch. 108A, § 23(1), which states: When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking…”
Mass. Gen. Laws ch. 108A, § 23(2): 2 cases
Loan Modification Grp., Inc. v. Reed, 694 F.3d 145 (1st Cir. 2012). “Under Mass. Gen. Laws ch. 108A, § 23(2), “[a] continuation of the business by the partners .”
Reed v. Zak (In re Zak), 573 B.R. 13 (Bankr. D. Mass. 2017). “at 152 (citations omitted). It concluded: [T]he jury could have easily concluded that LMG utilized Reed’s client database to operate its business, and that by continuing the business with the assets (customer base) that Reed contributed, LMG breached its duties and obligations…”
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