USA Statutes : maine
Title : Title 31. PARTNERSHIPS AND ASSOCIATIONS
Chapter : Chapter 09. UNIFORM PARTNERSHIP ACT
Title 31 - §281. Name of Act

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§281. Name of Act

This Act may be cited as the "Uniform Partnership Act." [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
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State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §282. Definition of terms

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§282. Definition of terms

In this Act: [1973, c. 377, §1 (new).]

1. Bankrupt. "Bankrupt" shall include bankrupt under the Federal Bankruptcy Act or insolvent under any state insolvent Act. [1973, c. 377, §1 (new).]


2. Business. "Business" shall include every trade, occupation or profession. [1973, c. 377, §1 (new).]


3. Conveyance. "Conveyance" shall include every assignment, lease, mortgage or encumbrance. [1973, c. 377, §1 (new).]


4. Court. "Court" shall include every court and judge having jurisdiction in the case. [1973, c. 377, §1 (new).]


4-A. Foreign limited liability partnership. "Foreign limited liability partnership" means a limited liability partnership formed pursuant to an agreement governed by the laws of another jurisdiction and registered under the laws of that jurisdiction. [1995, c. 633, Pt. A, §1 (new).]


5. Person. "Person" shall include individuals, partnerships, corporations and other associations. [1973, c. 377, §1 (new).]


5-A. Professional limited liability partnership. "Professional limited liability partnership" means a registered limited liability partnership that, by virtue of the business conducted by it, would be required to incorporate under the Maine Professional Service Corporation Act if that partnership were a corporation. [2003, c. 344, Pt. D, §17 (amd).]


6. Real property. "Real property" shall include land and any interest or estate in land. [1973, c. 377, §1 (new).]


7. Registered limited liability partnership. "Registered limited liability partnership" means a partnership formed pursuant to an agreement governed by this Act and registered under the Maine Limited Liability Partnership Act. [1995, c. 633, Pt. A, §1 (new).]


Section History:
PL 1973,
Ch. 377,
§1 (NEW).
PL 1995,
Ch. 633,
§A1 (AMD).
PL 2003,
Ch. 344,
§D17 (AMD).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §283. Interpretation of knowledge and notice

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§283. Interpretation of knowledge and notice

1. Knowledge. A person has "knowledge" of a fact within the meaning of this Act not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith. [1973, c. 377, § 1 (new).]


2. Notice. A person has "notice" of a fact within the meaning of this Act when the person who claims the benefit of the notice:



A. States the fact to such person; or [1973, c. 377, § 1 (new).]




B. Delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at his place of business or residence. [1973, c. 377, § 1 (new).] [1973, c. 377, § 1 (new).]




Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §284. Rules of construction

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§284. Rules of construction

The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this Act. [1973, c. 377, § 1 (new).] div>
The law of estoppel shall apply under this Act. [1973, c. 377, § 1 (new).] div>
The law of agency shall apply under this Act. [1973, c. 377, § 1 (new).] div>
This Act shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it. [1973, c. 377, § 1 (new).] div>
This Act shall not be construed so as to impair the obligations of any contract existing when the Act goes into effect, nor to affect any action or proceedings begun or right accrued before this Act takes effect. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §285. Rules for cases not provided for in this Act

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§285. Rules for cases not provided for in this Act

In any case not provided for in this Act the rules of law and equity, including the law merchant, shall govern. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §286. Partnership defined

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§286. Partnership defined

A partnership means an association of 2 or more persons, including an association of a husband and wife, to carry on as coowners a business for profit and includes a registered limited liability partnership pursuant to the laws of this State. [1995, c. 633, Pt. A, §2 (amd).] div>
But any association formed under any other statute of this State, or any statute adopted by authority, other than the authority of this State, is not a partnership under this Act, unless such association would have been a partnership in this State prior to the adoption of this Act; but this Act shall apply to limited partnerships except insofar as the statutes relating to such partnerships are inconsistent herewith. [1973, c. 377, §1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
PL 1977,
Ch. 322,
§2 (AMD).
PL 1995,
Ch. 633,
§A2 (AMD).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §287. Rules for determining the existence of a partnership

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§287. Rules for determining the existence of a partnership

In determining whether a partnership exists, the following rules shall apply: [1973, c. 377, § 1 (new).]

1. Partners as to 3rd persons. Except as provided by section 296, persons who are not partners as to each other are not partners as to 3rd persons. [1973, c. 377, § 1 (new).]


2. Sharing of profits. Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property. [1973, c. 377, § 1 (new).]


3. Sharing gross returns. The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived. [1973, c. 377, § 1 (new).]


4. Evidence of partnership. The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment:



A. As a debt by installments or otherwise; [1973, c. 377, § 1 (new).]




B. As wages of an employee or rent to a landlord; [1973, c. 377, § 1 (new).]




C. As an annuity to a widow or representative of a deceased partner; [1973, c. 377, § 1 (new).]




D. As interest on a loan, though the amount of payment vary with the profits of the business; [1973, c. 377, § 1 (new).]




E. As the consideration for the sale of a goodwill of a business or other property by installments or otherwise. [1973, c. 377, § 1 (new).] [1973, c. 377, § 1 (new).]




Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §288. Partnership property

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§288. Partnership property

1. Real property acquired before October 3, 1973. Any estate in real property acquired by a partnership in the partnership name before October 3, 1973, is vested in that partnership without any further action or conveyance by the partnership or any of its members. Any such property shall not be deemed to have been held by the partners as tenants in common but shall be deemed to have been held in the partnership name.



A. Any partner in a partnership that held real property in the partnership name before October 3, 1973, may reserve any rights and claims relating to the property and specifically derived from the partnership relationship by filing a notice in the registry of deeds of the county in which the property is located within 2 years after the effective date of this subsection. The notice must contain:

(1) A description of the property;


(2) The name of the partnership and the names of the partners; and


(3) A specific reference by volume and page to the recorded conveyance in which the partner seeks to preserve the partner's rights and claims.

The register of deeds shall charge the customary filing fee for a filing. Within a reasonable time after the notice is recorded, the register of deeds shall enter, upon the margin of the record of the prior conveyance referred to in the notice, the volume and page in which the copy of the notice may be found.
A notice may be filed under this paragraph by the claimant or by any other person acting on behalf of any claimant who is under a disability or unable to assert a claim on the claimant's own behalf, but no disability or lack of knowledge of any kind may suspend or extend the 2-year period provided for filing. [1989, c. 120, §1 (new).]




B. Nothing in this subsection may be construed to extend the period for bringing an action or doing any other required act under any statute of limitations. [1989, c. 120, §1 (new).]

[1989, c. 120, §1 (new).]


2. Partnership property acquired or conveyed after October 3, 1973. Partnership property acquired or conveyed after October 3, 1973, shall be subject to the following.



A. All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property. [1989, c. 120, §1 (new).]




B. Unless the contrary intention appears, property acquired with partnership funds is partnership property. [1989, c. 120, §1 (new).]




C. Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name. [1989, c. 120, §1 (new).]




D. A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears. [1989, c. 120, §1 (new).]

[1989, c. 120, §1 (new).]


Section History:
PL 1973,
Ch. 377,
§1 (NEW).
PL 1989,
Ch. 120,
§1 (RPR).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §289. Partner agent of partnership as to partnership business

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§289. Partner agent of partnership as to partnership business

Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority. [1973, c. 377, § 1 (new).] div>
An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners. [1973, c. 377, § 1 (new).] div>
Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to: [1973, c. 377, § 1 (new).]

1. Assign partnership property. Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership; [1973, c. 377, § 1 (new).]


2. Dispose of business goodwill. Dispose of the goodwill of the business; [1973, c. 377, § 1 (new).]


3. Act contrary to ordinary business of partnership. Do any other act which would make it impossible to carry on the ordinary business of a partnership; [1973, c. 377, § 1 (new).]


4. Confess judgment. Confess a judgment; [1973, c. 377, § 1 (new).]


5. Submit claim to arbitration. Submit a partnership claim or liability to arbitration or reference. [1973, c. 377, § 1 (new).]
div>
No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §290-A. Partnership as entity

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§290-A. Partnership as entity

A partnership may sue and be sued in its own name. [1987, c. 92, §2 (new).]

Section History:
PL 1987,
Ch. 92,
§2 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §290. Conveyance of real property of the partnership

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§290. Conveyance of real property of the partnership

1. Real property acquired before October 3, 1973. Any conveyance of real property by any partnership made before October 3, 1973, is valid without further act by the partnership or any of its members.



A. Any partner in a partnership that held real property in the partnership name before October 3, 1973, may reserve any rights and claims relating to the property and which have been specifically derived from the partnership relationship by filing a notice in the registry of deeds of the county in which the property is located within 2 years after the effective date of this subsection. The notice must contain:

(1) A description of the property;


(2) The name of the partnership and the names of the partners; and


(3) A specific reference by volume and page to the recorded conveyance in which the partner seeks to preserve the partner's rights and claims.

The register of deeds shall charge the customary filing fee for such a filing. Within a reasonable time after the notice is recorded, the register of deeds shall enter upon the margin of the record of the prior conveyance referred to in the notice the volume and page in which the copy of the notice may be found.
A notice may be filed under this paragraph by the claimant or by any other person acting on behalf of any claimant who is under a disability or unable to assert a claim on the claimant's own behalf, but no disability or lack of knowledge of any kind may suspend or extend the 2-year period provided for filing. [1989, c. 120, §2 (new).]




B. Any partner in a partnership that held real property in the partnership name before October 3, 1973, which has continued to hold record title to the real property in the same name until the effective date of this subsection, may reserve any rights and claims relating to the property which have been specifically derived from the partnership relationship by filing a notice as provided in paragraph A at any time before the later of:

(1) Two years after the effective date of this subsection; or


(2) The recording of a conveyance for value to an unrelated 3rd party. For the purposes of this subsection, "unrelated 3rd party" means a person or entity having no legal or equitable interest in the partnership or the real property before the conveyance is recorded.
[1989, c. 120, §2 (new).]




C. Nothing in this subsection may be construed to extend the period for bringing an action or doing any other required act under any statute of limitations. [1989, c. 120, §2 (new).]

[1989, c. 120, §2 (new).]


2. Conveyance of real property after October 3, 1973. Real property of the partnership conveyed after October 3, 1973, shall be subject to the following.



A. Where title to real property is in the partnership name, any partner may convey title to that property by a conveyance executed in the partnership name; but the partnership may recover that property unless the partner's act binds the partnership under the first paragraph of section 289, or unless such property has been conveyed by the grantee or a person claiming through the grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded the partner's authority. [1989, c. 120, §2 (new).]




B. Where title to real property is in the name of the partnership, a conveyance executed by a partner, in the partner's own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the first paragraph of section 289. [1989, c. 120, §2 (new).]




C. Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to that property, but the partnership may recover that property if the partners' act does not bind the partnership under the first paragraph of section 289, unless the purchaser or the purchaser's assignee is a holder for value, without knowledge. [1989, c. 120, §2 (new).]




D. Where the title to real property is in the name of one or more or all the partners, or in a 3rd person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in the partner's own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the first paragraph of section 289. [1989, c. 120, §2 (new).]




E. Where the title to real property is in the names of all the partners a conveyance executed by all the partners passes all their rights in that property. [1989, c. 120, §2 (new).]

[1989, c. 120, §2 (new).]


Section History:
PL 1973,
Ch. 377,
§1 (NEW).
PL 1989,
Ch. 120,
§2 (RPR).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §291. Partnership bound by admission of partner

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§291. Partnership bound by admission of partner

An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this Act is evidence against the partnership. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §292. Partnership charged with knowledge of or notice to partner

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§292. Partnership charged with knowledge of or notice to partner

Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner, operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §293. Partnership bound by partner's wrongful act

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§293. Partnership bound by partner's wrongful act

Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §294. Partnership bound by partner's breach of trust

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§294. Partnership bound by partner's breach of trust

The partnership is bound to make good the loss: [1973, c. 377, § 1 (new).]

1. Misapplies money or property. Where one partner acting within the scope of his apparent authority receives money or property of a 3rd person and misapplies it; and [1973, c. 377, § 1 (new).]


2. Misapplies money or property in custody of partnership. Where the partnership in the course of its business receives money or property of a 3rd person and the money or property so received is misapplied by any partner while it is in the custody of the partnership. [1973, c. 377, § 1.]


Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §295-A. Nature of partner's liability

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§295-A. Nature of partner's liability

1. Partnership liability. Except as provided in subsection 2, all partners are liable:



A. Jointly and severally for everything chargeable to the partnership under sections 293 and 294; and [1995, c. 633, Pt. A, §4 (new).]




B. Jointly for all other debts and obligations of the partnership. Any partner may enter into a separate obligation to perform a partnership contract. [1995, c. 633, Pt. A, §4 (new).]

[1995, c. 633, Pt. A, §4 (new).]


2. Registered limited liability partnership. Except as provided in subsection 3, a partner in a registered limited liability partnership is not liable directly or indirectly, including by way of indemnification, contribution, assessment or otherwise for debts, obligations and liabilities however chargeable to the partnership or to another partner or partners, whether in tort, contract or otherwise, arising from omissions, negligence, wrongful acts, misconduct or malpractice committed by another partner, employee, agent or representative of the partnership in the course of the partnership business while the partnership is a registered limited liability partnership. [1995, c. 633, Pt. A, §4 (new).]


3. Supervision and control. Notwithstanding subsection 2:



A. A partner in a registered limited liability partnership, other than a professional limited liability partnership, is liable for the partner's own omission, negligence, wrongful act, misconduct or malpractice, or that of any person under the partner's direct supervision and control; and [1995, c. 633, Pt. A, §4 (new).]




B. A partner in a professional limited liability partnership is liable as set forth in Title 13, section 753 of the Maine Professional Service Corporation Act. [RR 2001, c. 2, Pt. C, §2 (cor); §7 (aff).]

[RR 2001, c. 2, Pt. C, §2 (cor); §7 (aff).]


4. Liability of partner. A partner in a registered limited liability partnership is not a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover damages or to enforce the obligations arising out of the acts, omissions, malpractice or misconduct of the type described in subsection 2, unless the partner is personally liable under subsection 3 or section 811. [1995, c. 633, Pt. A, §4 (new).]


Section History:
PL 1995,
Ch. 633,
§A4 (NEW).
RR 2001,
Ch. 2,
§C2 (COR).
RR 2001,
Ch. 2,
§C7 (AFF).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §295. Nature of partner's liability (REPEALED)

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§295. Nature of partner's liability (REPEALED)



Section History:
PL 1973,
Ch. 377,
§1 (NEW).
PL 1995,
Ch. 633,
§A3 (RP ).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §296. Partner by estoppel

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§296. Partner by estoppel

When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation has been made, who has, on the faith of such representation, given credit to the actual or apparent partnership, and if he has made such representation or consented to its being made in a public manner he is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made. [1973, c. 377, § 1 (new).]

1. Partnership liability. When a partnership liability results, he is liable as though he were an actual member of the partnership. [1973, c. 377, § 1 (new).]


2. Liability where no partnership liability. When no partnership liability results, he is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately. [1973, c. 377, § 1 (new).]
div>
When a person has been thus represented to be a partner in an existing partnership, or with one or more persons not actual partners, he is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he were a partner in fact, with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §297. Liability of incoming partner

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§297. Liability of incoming partner

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §298. Rules determining rights and duties of partners

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§298. Rules determining rights and duties of partners

The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: [1973, c. 377, §1 (new).]

1. Contributions. Each partner must be repaid that partner's contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and, except as provided in section 295-A, subsection 2, each partner must contribute toward the losses, whether of capital or otherwise, sustained by the partnership according to that partner's share in the profits. [1995, c. 633, Pt. A, §5 (amd).]


2. Payments. The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business, or for the preservation of its business or property. [1973, c. 377, §1 (new).]


3. Interest on capital contributions. A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which he agreed to contribute, shall be paid interest from the date of the payment or advance. [1973, c. 377, §1 (new).]


4. Condition for repayment of interest. A partner shall receive interest on the capital contributed by him only from the date when repayment should be made. [1973, c. 377, §1 (new).]


5. Equal rights. All partners have equal rights in the management and conduct of the partnership business. [1973, c. 377, §1 (new).]


6. Remuneration. No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the partnership affairs. [1973, c. 377, §1 (new).]


7. Consent for membership. No person can become a member of a partnership without the consent of all the partners. [1973, c. 377, §1 (new).]


8. Consent for partnership matters. Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners. [1973, c. 377, §1 (new).]


Section History:
PL 1973,
Ch. 377,
§1 (NEW).
PL 1995,
Ch. 633,
§A5 (AMD).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
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State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §299. Partnership books

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§299. Partnership books

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
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Office of the Revisor of Statutes
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State House Room 108
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Title 31 - §300. Duty of partners to render information

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§300. Duty of partners to render information

Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
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Office of the Revisor of Statutes
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Title 31 - §301. Partner accountable as a fiduciary

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§301. Partner accountable as a fiduciary

Every partner must account to the partnership for any benefit and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct or liquidation of the partnership or from any use by him of its property. [1973, c. 377, § 1 (new).] div>
This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
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Office of the Revisor of Statutes
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Title 31 - §302. Right to an account

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§302. Right to an account

Any partner shall have the right to a formal account as to partnership affairs: [1973, c. 377, § 1 (new).]

1. When wrongfully excluded. If he is wrongfully excluded from the partnership business or possession of its property by his copartners; [1973, c. 377, § 1 (new).]


2. Right by agreement. If the right exists under the terms of any agreement; [1973, c. 377, § 1 (new).]


3. Fiduciary. As provided by section 301; [1973, c. 377, § 1 (new).]


4. Other circumstances. Whenever other circumstances render it just and reasonable. [1973, c. 377, § 1 (new).]


Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
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Title 31 - §303. Continuation of partnership beyond fixed term

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§303. Continuation of partnership beyond fixed term

When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will. [1973, c. 377, § 1 (new).] div>
A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
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Office of the Revisor of Statutes
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Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §304. Extent of property rights of a partner

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§304. Extent of property rights of a partner

The property rights of a partner are his rights in specific partnership property, his interest in the partnership and his right to participate in the management. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
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Office of the Revisor of Statutes
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State House Room 108
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Title 31 - §305. Nature of a partner's right in specific partnership property

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§305. Nature of a partner's right in specific partnership property

A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership. [1973, c. 377, § 1 (new).] div>
The incidents of this tenancy are such that: [1973, c. 377, § 1 (new).]

1. Specific partnership property. A partner, subject to this Act and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes; but he has no right to possess such property for any other purpose without the consent of his partners; [1973, c. 377, § 1 (new).]


2. Assignment. A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property; [1973, c. 377, § 1 (new).]


3. Attachment. A partner's right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws; [1973, c. 377, § 1 (new).]


4. Death of a partner. On the death of a partner his right in specific partnership property vests in the surviving partner or partners, except where the deceased was the last surviving partner, when his right in such property vests in his legal representative. Such surviving partner or partners, or the legal representative of the last surviving partner, has no right to possess the partnership property for any but a partnership purpose; [1973, c. 377, § 1 (new).]


5. Exclusions. A partner's right in specific partnership property is not subject to a spouse's right and interest by descent or allowances to widows, widowers, heirs or next of kin. [1975, c. 412 (rpr).]


Section History:
PL 1973,
Ch. 377,
§1 (NEW).
PL 1975,
Ch. 412,
§ (AMD).
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Office of the Revisor of Statutes
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Title 31 - §306. Nature of partner's interest in the partnership

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§306. Nature of partner's interest in the partnership

A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
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Office of the Revisor of Statutes
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State House Room 108
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Title 31 - §307. Assignment of partner's interest

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§307. Assignment of partner's interest

A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information on account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled. [1973, c. 377, § 1 (new).] div>
In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all the partners. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
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Office of the Revisor of Statutes
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Title 31 - §308. Partner's interest subject to charging order

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§308. Partner's interest subject to charging order

On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of his share of the profits, and of any other money due or to fall due to him in respect of the partnership, and make all other orders, directions, accounts and inquiries which the debtor partner might have made or which the circumstances of the case may require. [1973, c. 377, §1 (new).] div>
The interest charged may be redeemed at any time before foreclosure, or in case of a sale being directed by the court may be purchased without thereby causing a dissolution: [1973, c. 377, § 1 (new).]

1. Separate property. With separate property, by any one or more of the partners, or [1973, c. 377, §1 (new).]


2. Partnership property. With partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold. [1973, c. 377, §1 (new).]
div>
Nothing in this Act shall be held to deprive a partner of his right, if any, under the exemption laws, as regards his interest in the partnership. [1973, c. 377, §1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
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Office of the Revisor of Statutes
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Title 31 - §309. Dissolution defined

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§309. Dissolution defined

The dissolution of a partnership shall mean the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
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Office of the Revisor of Statutes
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State House Room 108
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Title 31 - §310. Partnership not terminated by dissolution

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§310. Partnership not terminated by dissolution

On dissolution, the partnership is not terminated, but continues until the winding up of partnership affairs is completed. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
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Office of the Revisor of Statutes
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State House Room 108
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Title 31 - §311. Causes of dissolution

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§311. Causes of dissolution

Dissolution is caused: [1973, c. 377, § 1 (new).] div>
Without violation of the agreement between the partners, [1973, c. 377, § 1 (new).]

1. Terms of agreement. By the termination of the definite term or particular undertaking specified in the agreement; [1973, c. 377, § 1 (new).]


2. Express will in the absence of agreement. By the express will of any partner when no definite term or particular undertaking is specified; [1973, c. 377, § 1 (new).]


3. Express will of all partners. By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking; [1973, c. 377, § 1 (new).]


4. Expulsion of a partner. By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners; [1973, c. 377, § 1 (new).]
div>
In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time; [1973, c. 377, § 1 (new).] div>
By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnersip; [1973, c. 377, § 1 (new).] div>
By the death of any partner; [1973, c. 377, § 1 (new).] div>
By the bankruptcy of any partner or the partnership; [1973, c. 377, § 1 (new).] div>
By decree of court under section 312-A. [1979, c. 127, § 175 (amd).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
PL 1979,
Ch. 127,
§175 (AMD).
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Office of the Revisor of Statutes
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State House Room 108
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Title 31 - §312-A. Dissolution by decree of court

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§312-A. Dissolution by decree of court

1. Application by or for a partner. On application by or for a partner, the court shall decree a dissolution whenever:



A. A partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind; [1977, c. 696, § 231 (new).]




B. A partner becomes in any other way incapable of performing his part of the partnership contract; [1977, c. 696, § 231 (new).]




C. A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business; [1977, c. 696, § 231 (new).]




D. A partner willfully or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him; [1977, c. 696, § 231 (new).]




E. The business of the partnership can only be carried on at a loss; or [1977, c. 696, § 231 (new).]




F. Other circumstances render a dissolution equitable. [1977, c. 696, § 231 (new).] [1977, c. 696, § 231 (new).]




2. Application of the purchaser of a partner's interest. On the application of the purchaser of a partner's interest under sections 307 and 308, the court shall decree a dissolution:



A. After the termination of the specified term of particular undertaking; or [1977, c. 696, § 231 (new).]




B. At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued. [1977, c. 696, § 231 (new).] [1977, c. 696, § 231 (new).]




Section History:
PL 1977,
Ch. 696,
§231 (NEW).
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Title 31 - §312. Dissolution by decree of court (REPEALED)

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§312. Dissolution by decree of court (REPEALED)



Section History:
PL 1973,
Ch. 377,
§1 (NEW).
PL 1977,
Ch. 696,
§230 (RP ).
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Title 31 - §313. General effect of dissolution on authority of partner

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§313. General effect of dissolution on authority of partner

Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership. [1973, c. 377, § 1 (new).] div>
With respect to the partners: [1973, c. 377, § 1 (new).]

1. Dissolution by other than bankruptcy or death. When the dissolution is not by the act, bankruptcy or death of a partner; or [1973, c. 377, § 1 (new).]


2. Dissolution by bankruptcy or death. When the dissolution is by such act, bankruptcy or death of a partner, in cases where section 314 so requires. [1973, c. 377, § 1 (new).]
div>
With respect to persons not partners, as declared in section 315. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
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Office of the Revisor of Statutes
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Title 31 - §314. Right of partner to contribution from copartners after dissolution

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§314. Right of partner to contribution from copartners after dissolution

Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his copartners for his share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless: [1973, c. 377, §1 (new).]

1. Knowledge of dissolution. The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution; [1995, c. 633, Pt. A, §6 (amd).]


2. Knowledge of death or bankruptcy. The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy; or [1995, c. 633, Pt. A, §6 (amd).]


3. Partner not liable for the liability. The liability is for a debt, obligation or other liability for which the partner is not liable as provided in section 295-A, subsection 2. [1995, c. 633, Pt. A, §7 (new).]


Section History:
PL 1973,
Ch. 377,
§1 (NEW).
PL 1995,
Ch. 633,
§A6,7 (AMD).
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Office of the Revisor of Statutes
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State House Room 108
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Title 31 - §315-A. Power of partner to bind partnership to 3rd persons after dissolution

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§315-A. Power of partner to bind partnership to 3rd persons after dissolution

1. Partnership; appropriate act; binding transactions. After dissolution, a partner can bind the partnership except as otherwise provided in this section:



A. By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution; or [1977, c. 696, § 233 (new).]




B. By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction:

(1) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or


(2) Though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place, or in each place if more than one, at which the partnership business was regularly carried on.
[1977, c. 696, § 233 (new).] [1977, c. 696, § 233 (new).]




2. Unknown as a partner; unknown and inactive. The liability of a partner under this section shall be satisfied out of partnership assets alone when that partner had been prior to dissolution:



A. Unknown as a partner to the person with whom the contract is made; and [1977, c. 696, § 233 (new).]




B. So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it. [1977, c. 696, § 233 (new).] [1977, c. 696, § 233 (new).]




3. Partnership; dissolved; bankrupt; lack of authority. 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; [1977, c. 696, § 233 (new).]




B. Where the partner has become bankrupt; or [1977, c. 696, § 233 (new).]




C. Where the partner has no authority to wind up partnership affairs, except by a transaction with one who:

(1) Had an extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority; or


(2) 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 has not been advertised in the manner provided for advertising the fact of dissolution under this section.
[1977, c. 696, § 233 (new).] [1977, c. 696, § 233 (new).]


div>
Nothing in this section shall affect the liability under section 296 of any person who, after dissolution, represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business. [1977, c. 696, § 233 (new).]

Section History:
PL 1977,
Ch. 696,
§233 (NEW).
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Office of the Revisor of Statutes
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State House Room 108
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Title 31 - §315. Power of partner to bind partnership to 3rd persons after dissolution (REPEALED)

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§315. Power of partner to bind partnership to 3rd persons after dissolution (REPEALED)



Section History:
PL 1973,
Ch. 377,
§1 (NEW).
PL 1977,
Ch. 696,
§232 (RP ).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §316. Effect of dissolution on partner's existing liability

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§316. Effect of dissolution on partner's existing liability

The dissolution of the partnership does not of itself discharge the existing liability of any partner. [1973, c. 377, §1 (new).] div>
A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between that partner, the partnership creditor and the person or partnership continuing the business; and the 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. [1995, c. 633, Pt. A, §8 (amd).] div>
When a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed are 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 those obligations. [1995, c. 633, Pt. A, §8 (amd).] div>
The individual property of a deceased partner is liable for those obligations of the partnership incurred while that person was a partner and for which that partner was liable under section 295-A but subject to the prior payment of that partner's separate debts. [1995, c. 633, Pt. A, §8 (amd).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
PL 1995,
Ch. 633,
§A8 (AMD).
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Office of the Revisor of Statutes
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State House Room 108
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Title 31 - §317. Right to wind up

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§317. Right to wind 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 up the partnership affairs; provided, however, that any partner, his legal representative or his assignee, upon cause shown, may obtain winding up by the court. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
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Office of the Revisor of Statutes
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State House Room 108
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Title 31 - §318. Rights of partners to application of partnership property

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§318. Rights of partners to application of partnership property

When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartners 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 the second part of section 316, he shall receive in cash only the net amount due him from the partnership. [1973, c. 377, §1 (new).] div>
When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows: [1973, c. 377, §1 (new).]

1. Wrongful dissolution. Each partner who has not caused dissolution wrongfully shall have:



A. All the rights specified in the first paragraph of this section; and [1973, c. 377, §1 (new).]




B. The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement. [1973, c. 377, §1 (new).]

[1973, c. 377, §1 (new).]


2. Continuation of business. The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under this section, and in like manner indemnify him against all present or future partnership liabilities. [1973, c. 377, §1 (new).]


3. Dissolution wrongfully caused. A partner who has caused the dissolution wrongfully shall have:



A. If the business is not continued under subsection 2, all the rights of a partner under the first paragraph of this section, subject to subsection 1, paragraph B, [1973, c. 377, §1 (new).]




B. If the business is continued under subsection 2 the right as against his copartners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages caused to his copartners by the dissolution, ascertained and paid to him in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the goodwill of the business shall not be considered. [1973, c. 377, §1 (new).]

[1973, c. 377, §1 (new).]


Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §319. Rights where partnership is dissolved for fraud or misrepresentation

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§319. Rights where partnership is dissolved for fraud or misrepresentation

Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled: [1973, c. 377, § 1 (new).]

1. Lien. To a lien on, or right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to 3rd persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him; and [1973, c. 377, § 1 (new).]


2. Stand in place of creditors. To stand, after all liabilities to 3rd persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and [1973, c. 377, § 1 (new).]


3. Indemnification for fraud. To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership. [1973, c. 377, § 1 (new).]


Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §320. Rules for distribution

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§320. Rules for distribution

In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: [1973, c. 377, §1 (new).]

1. Partnership assets. The assets of the partnership are:



A. The partnership property, [1973, c. 377, §1 (new).]




B. The contributions of the partners specified in subsection 4. [1995, c. 633, Pt. A, §9 (amd).]

[1995, c. 633, Pt. A, §9 (amd).]


2. Rank of liability payment. The liabilities of the partnership shall rank in order of payment, as follows:



A. Those owing to creditors other than partners; [1973, c. 377, §1 (new).]




B. Those owing to partners other than for capital and profits; [1973, c. 377, §1 (new).]




C. Those owing to partners in respect of capital; [1973, c. 377, §1 (new).]




D. Those owing to partners in respect of profits. [1973, c. 377, §1 (new).]

[1973, c. 377, §1 (new).]


3. Application of assets. The assets shall be applied in the order of their declaration in subsection 1 to the satisfaction of the liabilities. [1973, c. 377, §1 (new).]


4. Contribution of partners. Except as provided in section 295-A, subsection 2:



A. The partners shall contribute, as provided by section 298, subsection 1, the amount necessary to satisfy the liabilities; and [1995, c. 633, Pt. A, §10 (new).]




B. If any, but not all, of the partners are insolvent or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities and, in the relative proportions in which the partners share the profits, the additional amount necessary to pay the liabilities. [1995, c. 633, Pt. A, §10 (new).]

[1995, c. 633, Pt. A, §10 (rpr).]


5. Assignee or appointee of the court. An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in subsection 4. [1973, c. 377, §1 (new).]


6. Partner or legal representative. Any partner or his legal representative shall have the right to enforce the contributions specified in subsection 4, to the extent of the amount which he has paid in excess of his share of the liability. [1973, c. 377, §1 (new).]


7. Deceased partner's liability. The individual property of a deceased partner shall be liable for the contributions specified in subsection 4. [1973, c. 377, §1 (new).]


8. Priority of creditors. When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore. [1973, c. 377, §1 (new).]


9. Separate property. Where a partner has become bankrupt or his estate is insolvent the claims against his separate property shall rank in the following order:



A. Those owing to separate creditors; [1973, c. 377, §1 (new).]




B. Those owing to partnership creditors; [1973, c. 377, §1 (new).]




C. Those owing to partners by way of contribution. [1973, c. 377, §1 (new).]

[1973, c. 377, §1 (new).]


Section History:
PL 1973,
Ch. 377,
§1 (NEW).
PL 1995,
Ch. 633,
§A9,10 (AMD).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §321. Liability of persons continuing the business in certain cases

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§321. Liability of persons continuing the business in certain cases

When any new partner is admitted into an existing partnership, or when any partner retires and assigns, or the representative of the deceased partner assigns, his rights in partnership property to 2 or more of the partners, or to one or more of the partners and one or more 3rd persons, if the business is continued without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the partnership so continuing in business. [1973, c. 377, § 1 (new).] div>
When all but one partner retire and assign, or the representative of a deceased partner assigns, their rights in partnership property to the remaining partner, who continues the business without liquidation of partnership affairs, either alone or with others, creditors of the dissolved partnership are also creditors of the person or partnership so continuing the business. [1973, c. 377, § 1 (new).] div>
When any partner retires or dies and the business of the dissolved partnership is continued as set forth in this section, with the consent of the retired partners or the representative of the deceased partner, but without any assignment of his right in partnership property, rights of creditors of the dissolved partnership and of the creditors of the person or partnership continuing the business shall be as if such assignment had been made. [1973, c. 377, § 1 (new).] div>
When all the partners or their representatives assign their rights in partnership property to one or more 3rd persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business. [1973, c. 377, § 1 (new).] div>
When any partner wrongfully causes a dissolution and the remaining partners continue the business under section 318, subsection 2, either alone or with others, and without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business. [1973, c. 377, § 1 (new).] div>
When a partner is expelled and the remaining partners continue the business either alone or with others, without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business. [1973, c. 377, § 1 (new).] div>
The liability of a 3rd person becoming a partner in the partnership continuing the business, under this section, to the creditors of the dissolved partnership shall be satisfied out of partnership property only. [1973, c. 377, § 1 (new).] div>
When the business of a partnership after dissolution is continued under any conditions set forth in this section the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner or the representative of the deceased partner, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business, on account of the retired or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for his right in partnership property. [1973, c. 377, § 1 (new).] div>
Nothing in this section shall be held to modify any right of creditors to set aside any assignment on the ground of fraud. [1973, c. 377, § 1 (new).] div>
The use by the person or partnership continuing the business of the partnership name, or the name of a deceased partner as part thereof, shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §322. Rights of retiring or estate of deceased partner when the business is continued

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§322. Rights of retiring or estate of deceased partner when the business is continued

When any partner retires or dies, and the business is continued under any of the conditions set forth in section 321 or section 318, subsection 2, without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative as against such persons or partnership may have the value of his interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership; provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section, as provided by section 321. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01
Title 31 - §323. Accrual of actions

Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 9: UNIFORM PARTNERSHIP ACT
§323. Accrual of actions

The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary. [1973, c. 377, § 1 (new).]

Section History:
PL 1973,
Ch. 377,
§1 (NEW).
The Revisor's Office cannot provide legal advice or interpretation of Maine law to the public. If you need legal advice, please consult a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007 This page created on: 2005-10-01