(1) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:

(a) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under s. 620.1402.

Terms Used In Florida Statutes 620.2112

  • 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 third party enters into the transaction, the third party:

1. Does not have notice of the conversion or merger.
2. Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(2) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:

(a) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under s. 620.1402 if the person had been a general partner.
(b) 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:

1. Does not have notice of the dissociation.
2. Does not have notice of the conversion or merger.
3. Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(3) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (1) or subsection (2), the person is liable:

(a) To the converted or surviving organization for any damage caused to the organization arising from the obligation.
(b) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
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