2007 Minnesota Statutes

321.1112 POWER OF GENERAL PARTNERS AND PERSONS DISSOCIATED AS
GENERAL PARTNERS TO BIND ORGANIZATION AFTER CONVERSION OR
MERGER.
(a) An act of a person that immediately before a conversion or merger became effective
was a general partner in a converting or constituent limited partnership binds the converted or
surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act would have bound the
converting or constituent limited partnership under section 321.0402; and
(2) at the time the third party enters into the transaction, the third party:
(A) does not have notice of the conversion or merger; and
(B) reasonably believes that the converted or surviving business is the converting or
constituent limited partnership and that the person is a general partner in the converting or
constituent limited partnership.
(b) An act of a person that before a conversion or merger became effective was dissociated
as a general partner from a converting or constituent limited partnership binds the converted or
surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act would have bound the
converting or constituent limited partnership under section 321.0402 if the person had been a
general partner; and
(2) at the time the third party enters into the transaction, less than two years have passed
since the person dissociated as a general partner and the third party:
(A) does not have notice of the dissociation;
(B) does not have notice of the conversion or merger; and
(C) reasonably believes that the converted or surviving organization is the converting
or constituent limited partnership and that the person is a general partner in the converting
or constituent limited partnership.
(c) If a person having knowledge of the conversion or merger causes a converted or surviving
organization to incur an obligation under subsection (a) or (b), the person is liable:
(1) to the converted or surviving organization for any damage caused to the organization
arising from the obligation; and
(2) if another person is liable for the obligation, to that other person for any damage caused
to that other person arising from the liability.
History: 2004 c 199 art 11 s 98