Dissociated partner’s liability to other persons
(1) A partner’s dissociation does not of itself discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (2) of this section.
(2) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a converted or surviving business entity under ORS 67.340 (Definitions for ORS 67.340 to 67.365) to 67.365 (Effect of merger), within six months after the partner’s dissociation only if the partner is personally liable for the obligation under ORS 67.105 (Partner’s liability) and, at the time of entering into the transaction:
(a) The other party reasonably believed that the dissociated partner was then a partner;
(b) The other party did not have notice of the partner’s dissociation; and
(c) The dissociation 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 is regularly carried on.
(3) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(4) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner’s dissociation but without the partner’s consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. [1997 c.775 §32; 1999 c.362 §52]
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