(a) A partner’s dissociation does not of itself discharge the partner’s liability for a partnershipobligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b).
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.
Partnership: means an association of two or more persons to carry on as co-owners a business for profit formed under § 425-109, a predecessor law, or comparable law of another jurisdiction. See Hawaii Revised Statutes 425-101
(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership within two years after the partner’s dissociation, only if the partner is liable for the obligation under section 425-117 and at the time of entering into the transaction the other party:
(1) Reasonably believed that the dissociated partner was then a partner;(2) Did not have notice of the partner’s dissociation; and(3) Is not deemed to have had knowledge under section 425-114(b) or notice under section 425-136(c).(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.(d) 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.
