2001 Minnesota Statutes

     323A.7-03 Dissociated partner's liability to other 
  persons. 

    (a) 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 (b).  

    (b) 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 surviving partnership under article 9, 
 within two years after the partner's dissociation, only if the 
 partner is liable for the obligation under section 323A.3-06 and 
 at the time of entering into the transaction the other party:  

    (1) reasonably believed that the dissociated partner was 
 then a partner; 

    (2) did not have notice of the partner's dissociation; and 

    (3) is not deemed to have had knowledge under section 
 323A.3-03(e) or notice under section 323A.7-04(c).  

    (c) By agreement with the partnership creditor and the 
 partners continuing the business, a dissociated partner may be 
 released from liability for a partnership obligation.  

    (d) 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.  

    HIST: 1997 c 174 art 7 s 35