Page:United States Statutes at Large Volume 76.djvu/692

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PUBLIC LAW 87-709-SEPT. 27, 1962

[76 STAT.

(3) The partnership is in no case bound by any act of a partner after dissolution— (a) where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; or (b) where the partner has become bankrupt; or (c) where the partner has no authority to wind up partnership affairs; except by a transaction with one who, (I) had extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority; or ( II) had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of his want of authority, the fact of his want of authority had not been advertised in the manner provided for advertising the fact of dissolution in paragraph (1)(b) ( II). (4) Nothing in this section shall affect the liability under section 16 of any person who after di^olution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business. SEC. 63. EFFECT OF DISSOLUTION ON PARTNER'S EXISITNG LIABILITY.—

(1) The dissolution of the partnership does not of itself discharge the existing liability of any partner. (2) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business. (3) Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of such obligations. (4) The individual property of a deceased partner shall be liable for all obligations of the partnership incurred while he was a partner but subject to the prior payment of his separate debts. SEC. 37. E I G H T To W I N D UP.—Unless otherwise agreed the partners

who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind u p the partnership affairs: Provided, however, That any partner, his legal representative or his a^ignee, upon cause shown, may obtain winding u p by the court. SEC.

38. RIGHTS OF PARTNERS TO APPLICATION OF PARTNERSHIP

PROPERTY.—(1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartner and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner bona fide under the partnership agreement and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under section 36(2), he shall receive in cash only the net amount due him from the partnership. (2) When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows: (a) Each partner who has not caused dissolution wrongfully shall have—

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