Revised Code of Washington

Wash. Rev. Code § 25.05.125 (2026)

Partner's liability

✓ current as of May 2026
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(1) Except as otherwise provided in subsections (2), (3), and (4) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(2) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
(3) Except as otherwise provided in subsection (4) of this section, an obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed, in the case of a limited liability partnership in existence on June 11, 1998, and, in the case of a partnership becoming a limited liability partnership after June 11, 1998, immediately before the vote required to become a limited liability partnership under RCW 25.05.500(1).
(4) If the partners of a limited liability partnership or a foreign limited liability partnership are required to be licensed to provide professional services as defined in RCW 18.100.030, and the partnership fails to maintain for itself and for its members practicing in this state a policy of professional liability insurance, bond, deposit in trust, bank escrow of cash, bank certificates of deposit, United States treasury obligations, bank letter of credit, insurance company bond, or other evidence of financial responsibility of a kind designated by rule by the state insurance commissioner and in the amount of at least one million dollars or such greater amount, not to exceed three million dollars, as the state insurance commissioner may establish by rule for a licensed profession or for any specialty within a profession, taking into account the nature and size of the businesses within the profession or specialty, then the partners shall be personally liable to the extent that, had such insurance, bond, deposit in trust, bank escrow of cash, bank certificates of deposit, United States treasury obligations, bank letter of credit, insurance company bond, or other evidence of responsibility been maintained, it would have covered the liability in question.
[ 1998 c 103 s 306.]
Notes of Decisions
Cited in 10 cases (1 in the last 5 years), 2006–2022 · leading case: Gildon v. Simon Prop. Grp., Inc., 145 P.3d 1196 (Wash. 2006).
Gildon v. Simon Prop. Grp., Inc., 145 P.3d 1196 (Wash. 2006). · cites it 7× “130 supports our reading: (1) A partnership may sue and be sued in the name of the partnership.”
Gildon v. Simon Prop. Grp., Inc., 158 Wash. 2d 483 (Wash. 2006). · cites it 7× “130 supports our reading: (1) A partnership may sue and be sued in the name of the partnership.”
Int'l Marine Underwriters v. ABCD Marine, LLC, 313 P.3d 395 (Wash. 2013). · cites it 2× “120(1) (Unir P’ship Act § 305), a partnership is liable for injury or loss caused as the result “of a partner acting in the ordinary course of the partnership business .”
Simpson v. Thorslund, 151 Wash. App. 276 (Wash. Ct. App. 2009). · cites it 4× “A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner’s account, except, in the case of a limited liability partnership the partner shall make such contribution only to the extent of his or her share of any…”
Mortg. Grader, Inc. v. Ward & Olivo, LLP (075310), 139 A.3d 30 (N.J. 2016). “54, § 1-309 (stating that failure to comply with liability insurance requirement for LLP renders partners jointly liable); Wash. Rev. Code § 25.05.125 (stating that 6 partners are personally liable if LLP fails to maintain “a policy of professional liability insurance .”
Landstar Inway, Inc. v. Samrow, 325 P.3d 327 (Wash. Ct. App. 2014). “We agree that if Samrow had entered into such a partnership, he could be personally liable for the partnership’s debts under RCW 25.05.125(1). However, the inference of an unnamed partnership was unreasonable, and the trial court properly declined to deny summary judgment on the…”
Simpson v. Thorslund, 211 P.3d 469 (Wash. Ct. App. 2009). · cites it 4× “A partner *474 shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account, except, in the case of a limited liability partnership the partner shall make such contribution only to the extent of his or her share of…”
Rabo AgriFinance LLC v. Easterday (E.D. Wash. 2022). · cites it 3× “25 Wash. Rev. Code § 25.05.125 provides: 26 (1) Except as otherwise provided in subsections (2), (3), and (4) of 27 this section, all partners are liable jointly and severally for all 28 obligations of the partnership unless otherwise agreed by the 1 claimant or provided by law.”
Int'l Marine Underwriters v. ABCD Marine, LLC (Wash. 2013). · cites it 2× “120 (section 305), a partnership is liable for injury or loss caused as the result "of a partner acting in the ordinary course of the partnership business .”
Mukilteo Investors, L.p. v. Mukilteo Ret. Apts., L.l.c. (Wash. Ct. App. 2013). “"17 RCW 25.05.125(1). "A partner's dissociation does not of itselfdischarge the partner's liability for a partnership obligation incurred before dissociation.”
— Wash. Rev. Code § 25.05.125(1) — 5 cases
Gildon v. Simon Prop. Grp., Inc., 145 P.3d 1196 (Wash. 2006). “130 supports our reading: (1) A partnership may sue and be sued in the name of the partnership.”
Gildon v. Simon Prop. Grp., Inc., 158 Wash. 2d 483 (Wash. 2006). “130 supports our reading: (1) A partnership may sue and be sued in the name of the partnership.”
Int'l Marine Underwriters v. ABCD Marine, LLC, 313 P.3d 395 (Wash. 2013). “120(1) (Unir P’ship Act § 305), a partnership is liable for injury or loss caused as the result “of a partner acting in the ordinary course of the partnership business .”
Landstar Inway, Inc. v. Samrow, 325 P.3d 327 (Wash. Ct. App. 2014). “We agree that if Samrow had entered into such a partnership, he could be personally liable for the partnership’s debts under RCW 25.05.125(1). However, the inference of an unnamed partnership was unreasonable, and the trial court properly declined to deny summary judgment on the…”
Mukilteo Investors, L.p. v. Mukilteo Ret. Apts., L.l.c. (Wash. Ct. App. 2013). “"17 RCW 25.05.125(1). "A partner's dissociation does not of itselfdischarge the partner's liability for a partnership obligation incurred before dissociation.”
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