(a) An act of a person that immediately before a merger became effective was a general partner in a constituent limited partnership shall bind the surviving limited partnership after the merger becomes effective if:
(1) Before the merger became effective, the act would have bound the constituent limited partnership under § 29-704.02; and
(2) At the time the third party enters into the transaction, the third party:
(A) Does not have notice of the merger; and
(B) Reasonably believes that the surviving business is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.
(b) An act of a person that before a merger became effective was dissociated as a general partner from a constituent limited partnership shall bind the surviving limited partnership after the merger becomes effective if:
(1) Before the merger became effective, the act would have bound the constituent limited partnership under § 29-704.02 if the person had been a general partner; and
(2) At the time the third party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the third party:
(A) Does not have notice of the dissociation;
(B) Does not have notice of the merger; and
(C) Reasonably believes that the surviving limited partnership is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.
(c) If a person having knowledge of the merger causes a surviving limited partnership to incur an obligation under subsection (a) or (b) of this section, the person shall be liable:
(1) To the surviving limited partnership for any damage caused to the surviving limited partnership arising from the obligation; and
(2) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from that liability.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Uniform Law: This section is based on § 1112 of the Uniform Limited Partnership Act (2001 Act).
Structure District of Columbia Code