reglab/housing_qa huggingface dataset:
MN Stat § 323A.0307 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0307 — Actions By And Against Partnership And Partners.

323A.0307 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 323A.0306, 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 323A.0306; and (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 323A.0308. History:   1997 c 174 art 3 s 18
MN Stat § 323A.0308 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0308 — Liability Of Purported Partner.

323A.0308 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), persons who are not partners as to each other are not liable as partners to other persons. History:   1997 c 174 art 3 s 19
MN Stat § 323A.0401 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0401 — Partner's Rights And Duties.

323A.0401 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 and is chargeable with a share of the partnership losses 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) 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 323A.0301. History:   1997 c 174 art 4 s 20
MN Stat § 323A.0402 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0402 — Distributions In Kind.

323A.0402 DISTRIBUTIONS IN KIND. A partner has no right to receive, and may not be required to accept, a distribution in kind. History:   1997 c 174 art 4 s 21
MN Stat § 323A.0403 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0403 — Partner's Rights And Duties With Respect To Information.

323A.0403 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: (1) without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and (2) on demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. History:   1997 c 174 art 4 s 22
MN Stat § 323A.0404 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0404 — General Standards Of Partner's Conduct.

323A.0404 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). (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. History:   1997 c 174 art 4 s 23
MN Stat § 323A.0405 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0405 — Actions By Partnership And Partners.

323A.0405 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: (i) the partner's rights under section 323A.0401, 323A.0403, or 323A.0404; (ii) the partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 323A.0701 or enforce any other right under sections 323A.0601 to 323A.0705; or (iii) the partner's right to compel a dissolution and winding up of the partnership business under section 323A.0801 or enforce any other right under sections 323A.0801 to 323A.0807; 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. History:   1997 c 174 art 4 s 24
MN Stat § 323A.0406 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0406 — Continuation Of Partnership Beyond Definite Term Or Particular Undertaking.

323A.0406 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. History:   1997 c 174 art 4 s 25
MN Stat § 323A.0501 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0501 — Partner Not Co-owner Of Partnership Property.

323A.0501 PARTNER NOT CO-OWNER OF PARTNERSHIP PROPERTY. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. History:   1997 c 174 art 5 s 26
MN Stat § 323A.0502 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0502 — Partner's Transferable Interest In Partnership.

323A.0502 PARTNER'S TRANSFERABLE INTEREST IN PARTNERSHIP. The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property. History:   1997 c 174 art 5 s 27
MN Stat § 323A.0503 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0503 — Transfer Of Partner's Transferable Interest.

323A.0503 TRANSFER OF PARTNER'S TRANSFERABLE INTEREST. (a) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (1) is permissible; (2) does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and (3) does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records. (b) A transferee of a partner's transferable interest in the partnership has a right: (1) to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) to receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (3) to seek under section 323A.0801(6), a judicial determination that it is equitable to wind up the partnership business. (c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners. (d) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred. (e) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer. (f) A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. History:   1997 c 174 art 5 s 28
MN Stat § 323A.0504 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0504 — Partner's Transferable Interest Subject To Charging Order.

323A.0504 PARTNER'S TRANSFERABLE INTEREST SUBJECT TO CHARGING ORDER. (a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require. (b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee. (c) At any time before foreclosure, an interest charged may be redeemed: (1) by the judgment debtor; (2) with property other than partnership property, by one or more of the other partners; or (3) with partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged. (d) This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership. (e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership. History:   1997 c 174 art 5 s 29
MN Stat § 323A.0602 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0602 — Partner's Power To Dissociate; Wrongful Dissociation.

323A.0602 PARTNER'S POWER TO DISSOCIATE; WRONGFUL DISSOCIATION. (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to section 323A.0601(1). (b) A partner's dissociation is wrongful only if: (1) it is in breach of an express provision of the partnership agreement; or (2) in the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking: (i) the partner withdraws by express will, unless the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under section 323A.0601(6) to (10) or wrongful dissociation under this subsection; (ii) the partner is expelled by judicial determination under section 323A.0601(5); (iii) the partner is dissociated by becoming a debtor in bankruptcy; or (iv) in the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated. (c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners. History:   1997 c 174 art 6 s 31
MN Stat § 323A.0603 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0603 — Effect Of Partner's Dissociation.

323A.0603 EFFECT OF PARTNER'S DISSOCIATION. (a) If a partner's dissociation results in a dissolution and winding up of the partnership business, sections 323A.0801 to 323A.0807 apply; otherwise, sections 323A.0701 to 323A.0705 apply. (b) Upon a partner's dissociation: (1) the partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 323A.0803; (2) the partner's duty of loyalty under section 323A.0404(b)(3) terminates; and (3) the partner's duty of loyalty under section 323A.0404(b)(1) and (2) and duty of care under section 323A.0404(c) continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 323A.0803. History:   1997 c 174 art 6 s 32
MN Stat § 323A.0702 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0702 — Dissociated Partner's Power To Bind And Liability To Partnership.

323A.0702 DISSOCIATED PARTNER'S POWER TO BIND AND LIABILITY TO PARTNERSHIP. (a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under sections 323A.0901 to 323A.0914, is bound by an act of the dissociated partner which would have bound the partnership under section 323A.0301 before dissociation only if 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.0303(e) or notice under section 323A.0704(c). (b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a). History:   1997 c 174 art 7 s 34
MN Stat § 323A.0703 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0703 — Dissociated Partner's Liability To Other Persons.

323A.0703 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 sections 323A.0901 to 323A.0914, within two years after the partner's dissociation, only if the partner is liable for the obligation under section 323A.0306 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.0303(e) or notice under section 323A.0704(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. History:   1997 c 174 art 7 s 35