(1) If a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a converted or surviving business entity under ORS § 67.340 to 67.365, is bound by an act of the dissociated partner only if:

Terms Used In Oregon Statutes 67.255

  • Business: includes every trade, occupation, profession and commercial activity. See Oregon Statutes 67.005
  • Dissociated partner: means a partner with respect to whom an event specified in ORS § 67. See Oregon Statutes 67.005
  • 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 created under ORS § 67. See Oregon Statutes 67.005

(a) The act occurs within six months after the date of dissociation;

(b) The act would have bound the partnership under ORS § 67.090 before dissociation;

(c) At the time of entering into the transaction, the other party reasonably believed that the dissociated partner was then a partner and did not have notice of the partner’s dissociation; and

(d) At the time of entering into the transaction, the dissociation 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 is regularly carried on.

(2) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (1) of this section. [1997 c.775 § 31; 1999 c.362 § 51]

 

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