reglab/housing_qa huggingface dataset:
11 V.S.A. § 3211
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3211. Partnership as entity

§ 3211. Partnership as entity|(a) A partnership is an entity distinct from its partners.(b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under section 3291 of this title. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3212
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3212. Formation of partnership

§ 3212. Formation of partnership|(a) Except as otherwise provided in subsection (b) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.(b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter except that a statute of another jurisdiction relating to the formation of partnerships or limited liability partnerships shall be deemed to be a comparable statute.(c) In determining whether a partnership is formed, the following rules apply:  (1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property. (2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived. (3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:  (A) of a debt by installments or otherwise; (B) for services as an independent contractor or of wages or other compensation to an employee; (C) of rent; (D) of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner; (E) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or (F) for the sale of the goodwill of a business or other property by installments or otherwise. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3213
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3213. Partnership property

§ 3213. Partnership property|Property acquired by a partnership is property of the partnership and not of the partners individually. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3214
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3214. When property is partnership property

§ 3214. When property is partnership property|(a) Property is partnership property if acquired in the name of:  (1) the partnership; or (2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.   (b) Property is acquired in the name of the partnership by a transfer to:  (1) the partnership in its name; or (2) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.   (c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3221
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3221. Partner agent of partnership

§ 3221. Partner agent of partnership|Subject to the effect of a statement of partnership authority under section 3223 of this title:  (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority. (2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3222
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3222. Transfer of partnership property

§ 3222. Transfer of partnership property|(a) Partnership property may be transferred as follows:  (1) Subject to the effect of a statement of partnership authority under section 3223 of this title, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name. (2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.   (b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 3221 of this title; and  (1) as to a subsequent transferee who gave value for property transferred under subdivisions (a)(1) and (2) of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or (2) as to a transferee who gave value for property transferred under subdivision (a)(3) of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.   (c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b) of this section, from any earlier transferee of the property.(d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3224
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3224. Statement of denial

§ 3224. Statement of denial|A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subsection 3223(b) of this title may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in subsections 3223(d) and (e) of this title. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3225
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3225. Partnership liable for partner's actionable conduct

§ 3225. Partnership liable for partner's actionable conduct|(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.(b) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3226
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3226. Partner's liability

§ 3226. Partner's liability|(a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.(b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.(c) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under subsection 3291(b) of this title. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3227
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3227. Actions by and against partnership and partners

§ 3227. Actions by and against partnership and partners|(a) A partnership may sue and be sued in the name of the partnership.(b) An action may be brought against the partnership and, to the extent not inconsistent with section 3226 of this title, any or all of the partners in the same action or in separate actions.(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under section 3226 of this title and either:  (1) a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (2) the partnership is a debtor in bankruptcy; (3) the partner has agreed that the creditor need not exhaust partnership assets; (4) a court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or (5) liability is imposed on the partner by law or contract independent of the existence of the partnership.   (e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 3228 of this title. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3228
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3228. Liability of purported partner

§ 3228. Liability of purported partner|(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.(b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.(c) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.(d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.(e) Except as otherwise provided in subsections (a) and (b) of this section, persons who are not partners as to each other are not liable as partners to other persons. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3231
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3231. Partner's rights and duties

§ 3231. Partner's rights and duties|(a) Each partner is deemed to have an account that is:  (1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and (2) charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.   (b) Each partner is entitled to an equal share of the partnership profits. Except as provided in subsections 3226(b) and (c) of this title, each partner is chargeable with a share of the partnership losses, whether capital or operating, in proportion to the partner's share of the profits.(c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.(f) Each partner has equal rights in the management and conduct of the partnership business.(g) A partner may use or possess partnership property only on behalf of the partnership.(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.(i) A person may become a partner only with the consent of all of the partners.(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.(k) This section does not affect the obligations of a partnership to other persons under section 3221 of this title. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3232
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3232. Distributions in kind

§ 3232. Distributions in kind|A partner has no right to receive, and may not be required to accept, a distribution in kind. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3233
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3233. Partner's rights and duties with respect to information

§ 3233. Partner's rights and duties with respect to information|(a) A partnership shall keep its books and records, if any, at its chief executive office.(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability, with or without demand, any information concerning the partnership's business and affairs as is just and reasonable. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3234
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3234. General standards of partner's conduct

§ 3234. General standards of partner's conduct|(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this section.(b) A partner's duty of loyalty to the partnership and the other partners is limited to the following:  (1) to account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity; (2) to refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and (3) to refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.   (c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.(d) A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.(e) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.(f) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction, the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.(g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3235
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3235. Actions by partnership and partners

§ 3235. Actions by partnership and partners|(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:  (1) enforce the partner's rights under the partnership agreement; (2) enforce the partner's rights under this chapter, including:  (A) the partner's rights under section 3231, 3233, or 3234 of this title; (B) the partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 3261 of this title or enforce any other right under subchapter 6 or 7 of this chapter; or (C) the partner's right to compel a dissolution and winding up of the partnership business under section 3271 of this title or enforce any other right under subchapter 8 of this chapter; or  (3) enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.   (c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3236
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3236. Continuation of partnership beyond definite term or particular undertaking

§ 3236. Continuation of partnership beyond definite term or particular undertaking|(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.(b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)