Montana Code Annotated
Part 6. Dissolution and Winding Up
35-10-621. Dissociated partner's liability to other persons

35-10-621. Dissociated partner's liability to other persons. (1) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation except as provided in subsection (2).
(2) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is personally liable as a partner to the other party as the result of a partnership obligation incurred in connection with a transaction entered into by the partnership or a surviving partnership under 35-10-635 through 35-10-637 and 35-10-641 through 35-10-644 within 2 years after the partner's dissociation only if the other party to the transaction:
(a) reasonably believed when entering the transaction that the dissociated partner was a partner at that time;
(b) did not have notice of the partner's dissociation;
(c) is not considered to have had knowledge under 35-10-310(5) or notice under 35-10-622; and
(d) the obligation is one for which the partner would be personally liable under 35-10-307 or 35-10-629 if the partner had not dissociated.
(3) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(4) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
History: En. Sec. 41, Ch. 238, L. 1993; amd. Sec. 13, Ch. 449, L. 1995.

Structure Montana Code Annotated

Montana Code Annotated

Title 35. Corporations, Partnerships, and Associations

Chapter 10. Partnerships in General

Part 6. Dissolution and Winding Up

35-10-601. Repealed

35-10-602. Partnership continues after dissolution

35-10-603. Repealed

35-10-604. Repealed

35-10-605. Repealed

35-10-606. Repealed

35-10-607. Repealed

35-10-608. Repealed

35-10-609. Right to wind up partnership business

35-10-610. Repealed

35-10-611. Repealed

35-10-612. Repealed

35-10-613. Repealed

35-10-614. Repealed

35-10-615. Repealed

35-10-616. Events causing partner's dissociation

35-10-617. Partner's wrongful dissociation

35-10-618. Effect of partner's dissociation

35-10-619. Purchase of dissociated partner's interest

35-10-620. Dissociated partner's power to bind partnership -- liability to partnership

35-10-621. Dissociated partner's liability to other persons

35-10-622. Statement of dissociation -- filing

35-10-623. Continued use of partnership name

35-10-624. Events causing dissolution and winding up of partnership business

35-10-625. Dissolution deferred 90 days

35-10-626. Partner's power to bind partnership after dissolution

35-10-627. Statement of dissolution

35-10-628. Partner's liability to other partners after dissolution

35-10-629. Settlement of accounts among partners

35-10-630. through 35-10-634 reserved

35-10-635. Conversion of partnership to limited partnership

35-10-636. Conversion of limited partnership to partnership

35-10-637. Effect of conversion -- entity unchanged

35-10-638. through 35-10-640 reserved

35-10-641. Merger of partnerships

35-10-642. Effect of merger

35-10-643. Statement of merger

35-10-644. Nonexclusive