Tex. Codes » Business Organizations Code · TITLE 4. PARTNERSHIPS · CHAPTER 152. GENERAL PARTNERSHIPS
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Tex. Bus. Orgs. Code § 152.304 (2026)

Nature Of Partner's Liability

✓ current as of May 2026
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Sec. 152.304. NATURE OF PARTNER'S LIABILITY. (a) Except as provided by Subsection (b) or Section 152.801(a), all partners are jointly and severally liable for all obligations of the partnership unless otherwise:

(1) agreed by the claimant; or

(2) provided by law.

(b) A person who is admitted as a partner into an existing partnership does not have personal liability under Subsection (a) for an obligation of the partnership that:

(1) arises before the partner's admission to the partnership;

(2) relates to an action taken or omission occurring before the partner's admission to the partnership; or

(3) arises before or after the partner's admission to the partnership under a contract or commitment entered into before the partner's admission.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 106, eff. September 1, 2007.

Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 42, eff. September 1, 2011.

Notes of Decisions
Cited in 22 cases (1 in the last 5 years), 2010–2024 · leading case: G.T. Leach Builders, LLC v. Sapphire V.P., Lp, 458 S.W.3d 502 (Tex. 2015).
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G.T. Leach Builders, LLC v. Sapphire V.P., Lp, 458 S.W.3d 502 (Tex. 2015). “2003) (noting that Texas law has recognized specific legal theories under which corporate structure can be disregarded to hold corporate actors jointly and severally liable for corporation's contractual obligations): Tex. Bus. Orgs. Code § 152.304(a) (imposing joint and several…”
Robert Hovel & Tania Hovel v. Gal Batzri, 490 S.W.3d 132 (Tex. App. 2016). · cites it 2× “255(b); TEX. BUS. ORGS. CODE ANN. § 152.304 (West 2012) (In general, “all partners are jointly and separately liable .”
Super Ventures, Inc. & Abu Tuarb Tariq v. Saiqa S. Chaudhry, 501 S.W.3d 121 (Tex. App. 2016). “255(b) (West 2015); see Tex. Bus. Orgs.Code Ann. § 152.304 (West 2012) (stating that, in general, “all partners are jointly and severally liable for all obligations of the partnership unless otherwise provided .”
R. Hassell Builders, Inc. v. Texan Floor Serv., Ltd., 546 S.W.3d 816 (Tex. App. 2018). “Although the property of a partner may, in certain circumstances, be used to satisfy a judgment against the partnership, see Tex. Bus. Orgs. Code Ann. §§ 152.304 -06 (West 2012) and Stowers , 457 S.”
BP Expl. & Prod. Inc. v. Cashman Equip. Corp., 132 F. Supp. 3d 876 (S.D. Tex. 2015). · cites it 2× “See Tex. Bus. Orgs.Code § 152.304(a) (“Except as provided by Subsection (b) or Section 152.”
Gordon Westergren, Sandy Westergren, Richard Helmle, Carole Helmle, Chris Miller, Kimberly Miller, Peter Sundt, & Brian Johnson v. Houston Pilots Ass'n, 566 S.W.3d 7 (Tex. App. 2018). “” Tex. Bus. Orgs. Code § 152.304(a). “This personal liability, undoubtedly a[] .”
Am. Star Energy & Minerals Corp. v. Stowers, 405 S.W.3d 905 (2013). · cites it 5× “Tex. Bus. Orgs. Code Ann. §§ 152.304 (a) (joint and several liability); 152.”
Am. Star Energy & Minerals Corp. v. Richard \dick\" Stowers, 457 S.W.3d 427 (2015). “” Tex. Bus. ORGS. Code § 152.304(a). This personal liability, undoubtedly an aggregate-theory feature, is a defining characteristic of the partnership form and distinguishes it from other entity types.”
Am. Star Energy & Minerals Corp. v. Richard W. \Dick\" Stowers (2013). · cites it 2× “1, 2010); Tex. Bus. Orgs. Code Ann. § 152.304 (a) (West 2012).”
Am. Star Energy & Minerals Corp. v. Richard W. \Dick\" Stowers (2013). · cites it 2× “1, 2010); Tex. Bus. Orgs. Code Ann. § 152.304 (a) (West 2012).”
Tim S. Leonard v. Stephen M. Brewer & BW Off. Partners I, LP (Tex. App. 2013). · cites it 2× “See TEX. BUS. ORGS. CODE ANN. § 152.304(a) (West 2012).”
Gudaye Gobezie v. Sandra Castillo & Jorgo Valeriano (Tex. App. 2018). “See TEX. BUS. ORGS. CODE ANN. § 152.304. Consequently, the evidence was legally sufficient to establish Gobezie was liable for Prolife Auto Garland’s failure to provide title to the vehicle purchased by appellees.”
Show all 22 citing cases →
— Tex. Bus. Orgs. Code § 152.304(a) — 9 cases
G.T. Leach Builders, LLC v. Sapphire V.P., Lp, 458 S.W.3d 502 (Tex. 2015). “2003) (noting that Texas law has recognized specific legal theories under which corporate structure can be disregarded to hold corporate actors jointly and severally liable for corporation's contractual obligations): Tex. Bus. Orgs. Code § 152.304(a) (imposing joint and several…”
BP Expl. & Prod. Inc. v. Cashman Equip. Corp., 132 F. Supp. 3d 876 (S.D. Tex. 2015). “See Tex. Bus. Orgs.Code § 152.304(a) (“Except as provided by Subsection (b) or Section 152.”
Gordon Westergren, Sandy Westergren, Richard Helmle, Carole Helmle, Chris Miller, Kimberly Miller, Peter Sundt, & Brian Johnson v. Houston Pilots Ass'n, 566 S.W.3d 7 (Tex. App. 2018). “” Tex. Bus. Orgs. Code § 152.304(a). “This personal liability, undoubtedly a[] .”
Am. Star Energy & Minerals Corp. v. Stowers, 405 S.W.3d 905 (2013). “Tex. Bus. Orgs. Code Ann. §§ 152.304 (a) (joint and several liability); 152.”
Am. Star Energy & Minerals Corp. v. Richard \dick\" Stowers, 457 S.W.3d 427 (2015). “” Tex. Bus. ORGS. Code § 152.304(a). This personal liability, undoubtedly an aggregate-theory feature, is a defining characteristic of the partnership form and distinguishes it from other entity types.”
— Tex. Bus. Orgs. Code § 152.304(a)(1) — 1 case
Mansour Al-Saud v. Youtoo Media,L.P. (5th Cir. 2018).
— Tex. Bus. Orgs. Code § 152.304(b) — 1 case
Roger Arora, Maxim Bay III, LP, Bombay Grp., LLC, & Bombay Maximo, LLC v. MSG Bus., LLC (Tex. App. 2024).
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