reglab/housing_qa huggingface dataset:
6 DE Code § 15-121. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter I. General Provisions|§ 15-121. Contested matters relating to partners; contested votes.

§ 15-121. Contested matters relating to partners; contested votes. (a) Upon application of any partner of a partnership which is formed under the laws of the State of Delaware or doing business in the State of Delaware, the Court of Chancery may hear and determine the validity of any admission, election, appointment or dissociation of a partner of the partnership, and the right of any person to become or continue to be a partner of the partnership, and to that end make such order or decree in any such case as may be just and proper, with power to enforce the production of any books, papers and records relating to the issue. In any such application, the partnership shall be named as a party, and service of copies of the application upon the partnership shall be deemed to be service upon the partnership and upon the person or persons whose right to be a partner is contested and upon the person or persons, if any, claiming to be a partner or claiming the right to be a partner; and the person upon whom service is made shall forward immediately a copy of the application to the partnership and to the person or persons whose right to be a partner is contested and to the person or persons, if any, claiming to be a partner or the right to be a partner, in a postpaid, sealed, registered letter addressed to such partnership and such person or persons at their post-office addresses last known to the person upon whom service is made or furnished to the person upon whom service is made by the applicant partner. The Court may make such order respecting further or other notice of such application as it deems proper under the circumstances. (b) Upon application of any partner of a partnership which is formed under the laws of the State of Delaware or doing business in the State of Delaware, the Court of Chancery may hear and determine the result of any vote of partners upon matters as to which the partners of the partnership, or any class or group of partners, have the right to vote pursuant to the partnership agreement or other agreement or this chapter (other than the admission, election, appointment or dissociation of partners). In any such application, the partnership shall be named as a party, and service of the application upon the person upon whom service is made shall be deemed to be service upon the partnership, and no other party need be joined in order for the Court to adjudicate the result of the vote. The Court may make such order respecting further or other notice of such application as it deems proper under the circumstances. (c) Nothing herein contained limits or affects the right to serve process in any other manner now or hereafter provided by law. This section is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-122. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter I. General Provisions|§ 15-122. Interpretation and enforcement of partnership agreement.

§ 15-122. Interpretation and enforcement of partnership agreement. Any action to interpret, apply or enforce the provisions of a partnership agreement of a partnership which is formed under the laws of the State of Delaware or doing business in the State of Delaware, or the duties, obligations or liabilities of such partnership to the partners of the partnership, or the duties, obligations or liabilities among partners or of partners to such partnership, or the rights or powers of, or restrictions on, such partnership or partners, or any provision of this chapter, or any other instrument, document, agreement or certificate contemplated by any provision of this chapter, including actions authorized by § 15-405 of this title, may be brought in the Court of Chancery. 72 Del. Laws, c. 151, §  1;  77 Del. Laws, c. 59, §  5;
6 DE Code § 15-123. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter I. General Provisions|§ 15-123. Irrevocable power of attorney or proxy.

§ 15-123. Irrevocable power of attorney or proxy. For all purposes of the laws of the State of Delaware, a power of attorney or proxy with respect to a partnership granted to any person shall be irrevocable if it states that it is irrevocable and it is coupled with an interest sufficient in law to support an irrevocable power or proxy. Such irrevocable power of attorney or proxy, unless otherwise provided therein, shall not be affected by subsequent death, disability, incapacity, dissolution, termination of existence or bankruptcy of, or any other event concerning, the principal. A power of attorney or proxy with respect to matters relating to the organization, internal affairs or termination of a partnership or granted by a person as a partner or a transferee of an economic interest or by a person seeking to become a partner or a transferee of an economic interest and, in either case, granted to the partnership, a partner thereof, or any of their respective officers, directors, managers, members, partners, trustees, employees or agents shall be deemed coupled with an interest sufficient in law to support an irrevocable power or proxy. The provisions of this section shall not be construed to limit the enforceability of a power of attorney or proxy that is part of a partnership agreement. 77 Del. Laws, c. 289, §  7;  80 Del. Laws, c. 43, §  1;
6 DE Code § 15-201. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter II. Nature of Partnership|§ 15-201. Partnership as entity.

§ 15-201. Partnership as entity. (a) A partnership is a separate legal entity which is an entity distinct from its partners unless otherwise provided in a statement of partnership existence or a statement of qualification and in a partnership agreement. (b) A limited liability partnership continues to be the same partnership that existed before the filing of a statement of qualification under § 15-1001 of this title. 72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  11;  76 Del. Laws, c. 106, §  9;  77 Del. Laws, c. 59, §  6;
6 DE Code § 15-203. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter II. Nature of Partnership|§ 15-203. Partnership property.

§ 15-203. Partnership property. Unless otherwise provided in a statement of partnership existence or a statement of qualification and in a partnership agreement, property acquired by a partnership is property of the partnership and not of the partners individually. 72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  13;  77 Del. Laws, c. 59, §  7;
6 DE Code § 15-204. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter II. Nature of Partnership|§ 15-204. When property is partnership property.

§ 15-204. When property is partnership property. (a) Property is partnership property if acquired in the name of:  (1) The partnership; or (2) One or more persons 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 persons 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 1 or more persons 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 1 or more persons, 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. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-205. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter II. Nature of Partnership|§ 15-205. Admission without contribution or partnership interest.

§ 15-205. Admission without contribution or partnership interest. Each person to be admitted as a partner to a partnership formed under either § 15-202(a)(i) or § 15-202(a)(ii) of this title may be admitted as a partner and may receive a partnership interest in the partnership without making a contribution or being obligated to make a contribution to the partnership. Each person to be admitted as a partner to a partnership formed under either § 15-202(a)(i) or § 15-202(a)(ii) of this title may be admitted as a partner without acquiring an economic interest in the partnership. Nothing contained in this section shall affect a partner's liability under § 15-306 of this title. 72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  14;
6 DE Code § 15-206. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter II. Nature of Partnership|§ 15-206. Form of contribution.

§ 15-206. Form of contribution. The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-207. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter II. Nature of Partnership|§ 15-207. Liability for contribution.

§ 15-207. Liability for contribution. (a) A partner is obligated to the partnership to perform any promise to contribute cash or property or to perform services, even if the partner is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, the partner is obligated at the option of the partnership to contribute cash equal to that portion of the value of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the partnership may have against such partner under the partnership agreement or applicable law. (b) A partnership agreement may provide that the partnership interest of any partner who fails to make any contribution that the partner is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting partner's interest in the partnership, subordinating the partner's partnership interest to that of nondefaulting partners, a forced sale of the partner's partnership interest, forfeiture of the partner's partnership interest, the lending by other partners of the amount necessary to meet the partner's commitment, a fixing of the value of the partner's partnership interest by appraisal or by formula and redemption or sale of the partner's partnership interest at such value, or other penalty or consequence. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-301. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter III. Relations of Partners to Persons Dealing With Partnership|§ 15-301. Partner agent of partnership.

§ 15-301. Partner agent of partnership. Subject to the effect of a statement of partnership existence under § 15-303 of this title:  (1) Each partner is an agent of the partnership for the purpose of its business, purposes or activities. 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's business, purposes or activities or business, purposes or activities 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 had notice that the partner lacked authority. (2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership's business, purposes or activities or business, purposes or activities of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.72 Del. Laws, c. 151, §  1;
6 DE Code § 15-302. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter III. Relations of Partners to Persons Dealing With Partnership|§ 15-302. Transfer of partnership property.

§ 15-302. Transfer of partnership property. (a) Partnership property may be transferred as follows:  (1) Subject to the effect of a statement of partnership existence under § 15-303 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 1 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 1 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 § 15-301 of this title and:  (1) As to a subsequent transferee who gave value for property transferred under § 15-302(a)(1) and (2) of this title, proves that the subsequent transferee had notice 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 paragraph (a)(3) of this section, proves that the transferee had notice 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 § 15-302(b) of this title, 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. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-303. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter III. Relations of Partners to Persons Dealing With Partnership|§ 15-303. Statement of partnership existence.

§ 15-303. Statement of partnership existence. (a) A partnership may file a statement of partnership existence, which:  (1) Must include:  (i) The name of the partnership; and (ii) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 15-111 of this title; and (2) May state (i) the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership, (ii) the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and (iii) any other matter. (b) A statement of partnership existence supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:  (1) Except for transfers of real property, a grant of authority contained in a statement of partnership existence is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another statement. A filed cancellation of a limitation on authority revives the previous grant of authority. (2) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a statement of partnership existence recorded in the office for recording transfers of that real property is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a certified copy of a cancellation of a limitation on authority revives the previous grant of authority. (c) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the statement containing the limitation on authority is of record in the office for recording transfers of that real property. (d) Except as otherwise provided in subsections (b) and (c) of this section and §§ 15-704 and 15-805 of this title, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a statement. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-304. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter III. Relations of Partners to Persons Dealing With Partnership|§ 15-304. Denial of status as partner.

§ 15-304. Denial of status as partner. If a person named in a statement of partnership existence is or may be adversely affected by being so named, the person may petition the Court of Chancery to direct the correction of the statement. If the Court finds that correction of the statement is proper and that an authorized person has failed or refused to execute and file a certificate of correction or a corrected statement, the Court shall order the Secretary of State to file an appropriate correction. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-305. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter III. Relations of Partners to Persons Dealing With Partnership|§ 15-305. Partnership liable for partner's actionable conduct.

§ 15-305. 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. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-306. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter III. Relations of Partners to Persons Dealing With Partnership|§ 15-306. Partner's liability.

§ 15-306. 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 obligation of the partnership incurred before the person's admission as a partner. (c) An obligation of a partnership arising out of or related to circumstances or events occurring while the partnership is a limited liability partnership or 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 indemnification, contribution, assessment or otherwise, for such an obligation solely by reason of being or so acting as a partner. (d) The ability of an attorney-at-law, admitted to the practice of law in the State of Delaware, to practice law in Delaware in a limited liability partnership, shall be determined by the Rules of the Supreme Court of the State of Delaware. (e) Notwithstanding the provisions of subsection (c) of this section, under a partnership agreement or under another agreement, a partner may agree to be personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for any or all of the obligations of the partnership incurred while the partnership is a limited liability partnership. 72 Del. Laws, c. 151, §  1;  73 Del. Laws, c. 85, §  8;  73 Del. Laws, c. 296, §  6;  75 Del. Laws, c. 50, §  3;  78 Del. Laws, c. 98, §  6;
6 DE Code § 15-307. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter III. Relations of Partners to Persons Dealing With Partnership|§ 15-307. Actions by and against partnership and partners.

§ 15-307. 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 § 15-306 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 the assets of a partner liable as provided in § 15-306 of this title for a partnership obligation unless there is also a judgment against the partner for such obligation. (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:  (1) The claim is for an obligation of the partnership for which the partner is liable as provided in § 15-306 of this title and either:  (i) 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; (ii) The partnership is a debtor in bankruptcy; (iii) The partner has agreed that the creditor need not exhaust partnership assets; or (iv) 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 (2) Liability is imposed on the partner by law or contract independent of the existence of the partnership. (e) This section applies to any obligation of the partnership resulting from a representation by a partner or purported partner under § 15-308 of this title. 72 Del. Laws, c. 151, §  1;