After a person is dissociated as a general partner and before the limited partnership is merged out of existence, converted, or domesticated under 11, or dissolved, the limited partnership is bound by an act of the person only if:
Terms Used In Utah Code 48-2e-606
General partner: means a person that:
(a)
has become a general partner under Section 48-2e-401 or was a general partner in a limited partnership when the limited partnership became subject to this chapter under Section 48-2e-1205; and
Limited partnership: means an entity formed under this chapter or which becomes subject to this chapter under 11, or Section 48-2e-1205. See Utah Code 48-2e-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 Utah Code 48-2e-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, limited cooperative association, unincorporated nonprofit association, 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 Utah Code 48-2e-102
(a)
the act would have bound the limited partnership under Section 48-2e-402 before the dissociation; and
(b)
at the time the other party enters into the transaction:
(i)
less than two years has passed since the dissociation; and
(ii)
the other party does not know or 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); and
(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.
