general partner to bind partnership after dissolution

1.__General partner's act after dissolution.__A limited partnership is bound by a general partner's act after dissolution that:

A.__Is appropriate for winding up the limited partnership's activities; or

B.__Would have bound the limited partnership under section 1352 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.

2.__Dissociated general partner's act after dissolution.__A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:

A.__At the time the other party enters into the transaction:

(1)__Less than 2 years has passed since the dissociation; and

(2)__The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and

B.__The act:

(1)__Is appropriate for winding up the limited partnership's activities; or

(2)__Would have bound the limited partnership under section 1352 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.

§1395.__Liability after dissolution of general partner and person

dissociated as general partner to limited partnership,

other general partners and persons dissociated as

general partner

1.__General partner liable for inappropriate act after dissolution.__If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 1394, subsection 1 by an act that is not appropriate for winding up the partnership's activities, the general partner is liable: