(1) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under s. 620.2102, or merged out of existence under s. 620.2106, the limited partnership is bound by an act of the person only if:

(a) The act would have bound the limited partnership under s. 620.1402 before the dissociation.

Terms Used In Florida Statutes 620.1606

  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • person: includes individuals, children, firms, associations, joint adventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all other groups or combinations. See Florida Statutes 1.01
(b) At the time the other party enters into the transaction:

1. Less than 2 years have passed since the dissociation.
2. The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(2) If a limited partnership is bound under subsection (1), the person dissociated as a general partner which caused the limited partnership to be bound is liable:

(a) To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (1).
(b) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
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