(a)  If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under § 7-13.1-804(a) by an act that is not appropriate for winding up the partnership’s activities and affairs, the general partner is liable:

(1)  To the partnership for any damage caused to the partnership arising from the obligation; and

(2)  If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.

Terms Used In Rhode Island General Laws 7-13.1-805

  • General partner: means a person that:

    (i)  Has become a general partner under § 7-13. See Rhode Island General Laws 7-13.1-102

  • 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.
  • Partner: means a limited partner or general partner. See Rhode Island General Laws 7-13.1-102
  • 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: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, cooperative housing corporation, workers' cooperative, producers' cooperative, consumer's cooperative, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Rhode Island General Laws 7-13.1-102

(b)  If a person dissociated as a general partner causes a limited partnership to incur an obligation under § 7-13.1-804(b), the person is liable:

(1)  To the partnership for any damage caused to the partnership arising from the obligation; and

(2)  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 obligation.

History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.