§ 59-71. Liability of persons continuing the business in certain cases.
§59‑71. Liability of persons continuing the business in certain cases.
(a) When any newpartner is admitted into an existing partnership, or when any partner retiresand assigns (or the representative of the deceased partner assigns) his rightsin partnership property to two or more of the partners, or to one or more ofthe partners and one or more third persons, if the business is continuedwithout liquidation of the partnership affairs, creditors of the first ordissolved partnership are also creditors of the partnership so continuing thebusiness.
(b) When all but onepartner retire and assign (or the representative of a deceased partner assigns)their rights in partnership property to the remaining partner, who continuesthe business without liquidation of partnership affairs, either alone or withothers, creditors of the dissolved partnership are also creditors of the personor partnership so continuing the business.
(c) When any partnerretires or dies and the business of the dissolved partnership is continued asset forth in subsections (a) and (b) of this section, with the consent of theretired partners or the representative of the deceased partner, but without anyassignment of his right in partnership property, rights of creditors of thedissolved partnership and of the creditors of the person or partnershipcontinuing the business shall be as if such assignment had been made.
(d) When all thepartners or their representatives assign their rights in partnership propertyto one or more third persons who promise to pay the debts and who continue thebusiness of the dissolved partnership, creditors of the dissolved partnershipare also creditors of the person or partnership continuing the business.
(e) When any partnerwrongfully causes a dissolution and the remaining partners continue thebusiness under the provisions of G.S. 59‑68, subdivision (b)(2), eitheralone or with others, and without liquidation of the partnership affairs,creditors of the dissolved partnership are also creditors of the person orpartnership continuing the business.
(f) When a partner isexpelled and the remaining partners continue the business either alone or withothers, without liquidation of the partnership affairs, creditors of thedissolved partnership are also creditors of the person or partnershipcontinuing the business.
(g) The liability of athird person becoming a partner in the partnership continuing the business,under this section, to the creditors of the dissolved partnership shall besatisfied out of the partnership property only.
(h) When the businessof a partnership after dissolution is continued under any conditions set forthin this section the creditors of the dissolved partnership, as against theseparate creditors of the retiring or deceased partner or the representative ofthe deceased partner, have a prior right to any claim of the retired partner orthe representative of the deceased partner against the person or partnershipcontinuing the business on account of the retired or deceased partner's interestin the dissolved partnership or on account of any consideration promised forsuch interest or for his right in partnership property.
(i) Nothing in thissection shall be held to modify any right of creditors to set aside anyassignment on the ground of fraud.
(j) The use by theperson or partnership continuing the business of the partnership name, or thename of a deceased partner as part thereof, shall not of itself make theindividual property of the deceased partner liable for any debts contracted by suchperson or partnership. (1941, c. 374, s. 41.)