§ 7-12-46. Power of partner to bind partnership to third persons after dissolution. [Repealed effective January 1, 2023.]
(a) After dissolution, a partner can bind the partnership except as provided in subsection (c) by:
(1) Any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution;
(2) Any transaction that would bind the partnership if dissolution had not taken place, provided the other party to the transaction:
(i) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or
(ii) Though he or she had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on.
(b) The liability of a partner under subsection (a)(2) shall be satisfied out of partnership assets alone, when the partner had been, prior to dissolution:
(1) Unknown as a partner to the person with whom the contract is made; and
(2) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his or her connection with it.
(c) The partnership is in no case bound by any act of a partner after dissolution where:
(1) The partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs;
(2) The partner has become bankrupt; or
(3) The partner has no authority to wind up partnership affairs, except by a transaction with one who:
(i) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his or her want of authority; or
(ii) Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of his or her want of authority, the fact of his or her want of authority has not been advertised in the manner provided for advertising the fact of dissolution in subsection (a)(2)(ii).
(d) Nothing in this section affects the liability under § 7-12-27 of any person who after dissolution represents him or herself or consents to another representing him or her as a partner in a partnership engaged in carrying on business.
History of Section.R.P.L. 1957, ch. 74, § 35.
§ 7-12-46. [Repealed effective January 1, 2023.]
History of Section.R.P.L. 1957, ch. 74, § 35; repealed by P.L. 2022, ch. 123, § 1, effective January 1, 2023; repealed by P.L. 2022, ch. 124, § 1, effective January 1, 2023.
Structure Rhode Island General Laws
Title 7 - Corporations, Associations and Partnerships
Section 7-12-1. - Provisions in partnership agreements deemed nontestamentary.
Section 7-12-2. - Death of partner — Statement delivered to administrator or executor.
Section 7-12-3. - Examination of books and property by representative of deceased partner.
Section 7-12-4. - Separate composition with creditors on dissolution of partnership.
Section 7-12-5. - Separate composition as full discharge of partner.
Section 7-12-6. - Payment by partner in excess of his or her proportion.
Section 7-12-7. - Insolvency or absconding of partner.
Section 7-12-8. - Memorandum exonerating partner on separate composition.
Section 7-12-9. - Partners not discharged by separate composition — Defenses to creditor’s action.
Section 7-12-10. - Application to joint debtors.
Section 7-12-11. - Limited partnership law unaffected.
Section 7-12-12. - Short title. [Repealed effective January 1, 2023.]
Section 7-12-13. - Definitions. [Repealed effective January 1, 2023.]
Section 7-12-14. - Interpretation of knowledge and notice. [Repealed effective January 1, 2023.]
Section 7-12-15. - Rules of construction. [Repealed effective January 1, 2023.]
Section 7-12-16. - Rules for cases not provided for. [Repealed effective January 1, 2023.]
Section 7-12-17. - Partnership defined. [Repealed effective January 1, 2023.]
Section 7-12-19. - Partnership property. [Repealed effective January 1, 2023.]
Section 7-12-22. - Partnership bound by admission of partner. [Repealed effective January 1, 2023.]
Section 7-12-26. - Nature of partner’s liability. [Repealed effective January 1, 2023.]
Section 7-12-27. - Partner by estoppel. [Repealed effective January 1, 2023.]
Section 7-12-28. - Liability of incoming partner. [Repealed effective January 1, 2023.]
Section 7-12-30. - Partnership books. [Repealed effective January 1, 2023.]
Section 7-12-31. - Duty of partners to render information. [Repealed effective January 1, 2023.]
Section 7-12-31.1. - Nature of business.
Section 7-12-32. - Partner accountable as a fiduciary. [Repealed effective January 1, 2023.]
Section 7-12-33. - Right to an account. [Repealed effective January 1, 2023.]
Section 7-12-35. - Extent of property rights of a partner. [Repealed effective January 1, 2023.]
Section 7-12-38. - Assignment of partner’s interest. [Repealed effective January 1, 2023.]
Section 7-12-40. - Dissolution defined. [Repealed effective January 1, 2023.]
Section 7-12-41. - Partnership not terminated by dissolution. [Repealed effective January 1, 2023.]
Section 7-12-42. - Causes of dissolution. [Repealed effective January 1, 2023.]
Section 7-12-43. - Dissolution by decree of court. [Repealed effective January 1, 2023.]
Section 7-12-48. - Right to wind up. [Repealed effective January 1, 2023.]
Section 7-12-51. - Rules for distribution. [Repealed effective January 1, 2023.]
Section 7-12-54. - Accrual of actions. [Repealed effective January 1, 2023.]
Section 7-12-55. - Other laws preserved. [Repealed effective January 1, 2023.]
Section 7-12-56. - Registered limited-liability partnerships. [Repealed effective January 1, 2023.]
Section 7-12-60. - Filing of returns with the tax administrator — Annual charge.