reglab/housing_qa huggingface dataset:
TN Code § 61-3-306 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 3 - Limited Partners|§ 61-3-306. Person Erroneously Believing Self to Be Limited Partner

  Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously, but in good faith, believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:  Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing; or   Withdraws from future participation as an owner in the enterprise by signing and delivering to the secretary of state for filing a statement of negation under this section.     A person that makes an investment described in subsection (a) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the secretary of state files a statement of negation, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.   If a person makes a diligent effort in good faith to comply with subdivision (a)(1) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing, the person has the right to withdraw from the enterprise pursuant to subdivision (a)(2) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
TN Code § 61-3-401 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 4 - General Partners|§ 61-3-401. Becoming General Partner

  Upon formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners.   After formation of a limited partnership, a person becomes a general partner:  As provided in the partnership agreement;   As the result of a transaction effective under part 11 of this chapter;   With the affirmative vote or consent of all the partners; or   As provided in § 61-3-801(a)(3)(B).     A person may become a general partner without:  Acquiring a transferable interest; or   Making or being obligated to make a contribution to the partnership.
TN Code § 61-3-402 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 4 - General Partners|§ 61-3-402. General Partner Agent of Limited Partnership

  Each general partner is an agent of the limited partnership for the purposes of the limited partnership's activities and affairs. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course of the partnership's activities and affairs, or activities and affairs of the kind carried on by the partnership, binds the partnership, unless the general partner did not have authority to act for the partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority.   An act of a general partner that is not apparently for carrying on in the ordinary course of the limited partnership's activities and affairs, or activities and affairs of the kind carried on by the partnership, binds the partnership only if the act was actually authorized by all the other partners.
TN Code § 61-3-403 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 4 - General Partners|§ 61-3-403. Limited Partnership Liable for General Partner's Actionable Conduct

  A limited 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 general partner acting in the ordinary course of the limited partnership's activities and affairs or with the actual or apparent authority of the limited partnership.   If, in the course of a limited partnership's activities and affairs, or while acting with actual or apparent authority of the partnership, a general 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 general partner, the partnership is liable for the loss.
TN Code § 61-3-404 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 4 - General Partners|§ 61-3-404. General Partner's Liability

  Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law.   A person that becomes a general partner is not personally liable for a debt, obligation, or other liability of the limited partnership incurred before the person became a general partner.   A debt, obligation, or other liability of a limited partnership incurred while the limited partnership is a limited liability limited partnership is solely the debt, obligation, or other liability of the limited liability limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability limited partnership solely by reason of being or acting as a general partner. This subsection (c) applies:  Despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability limited partnership under § 61-3-406(b)(2); and   Regardless of the dissolution of the partnership.     The failure of a limited liability limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a general partner for a debt, obligation, or other liability of the partnership.   An amendment of a certificate of limited partnership deleting a statement that the limited partnership is a limited liability limited partnership does not affect the limitation in this section on the liability of a general partner for a debt, obligation, or other liability of the limited partnership incurred before the amendment became effective.
TN Code § 61-3-405 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 4 - General Partners|§ 61-3-405. Actions by and Against Partnership and Partners

  To the extent not inconsistent with § 61-3-404, a general partner may be joined in an action against the limited partnership or named in a separate action.   A judgment against a limited partnership is not, by itself, a judgment against a general partner. A judgment against a partnership must not be satisfied from a general partner's assets unless there is also a judgment against the general partner.   A judgment creditor of a general partner shall not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under § 61-3-404; and  A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;   The partnership is a debtor in bankruptcy;   The general partner has agreed that the creditor need not exhaust partnership assets;   A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or   Liability is imposed on the general partner by law or contract independent of the existence of the partnership.
TN Code § 61-3-406 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 4 - General Partners|§ 61-3-406. Management Rights of General Partner

  Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner or, if there is more than one (1) general partner, by a majority of the general partners.   The affirmative vote or consent of all the partners is required to:  Amend the partnership agreement;   Amend the certificate of limited partnership to add or delete a statement that the limited partnership is a limited liability limited partnership; and   Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities and affairs.     A limited partnership shall reimburse a general partner for an advance to the partnership beyond the amount of capital the general partner agreed to contribute.   A payment or advance made by a general partner which gives rise to a limited partnership obligation under subsection (c) or § 61-3-408(a) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.   A general partner is not entitled to remuneration for services performed for the limited partnership.
TN Code § 61-3-408 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 4 - General Partners|§ 61-3-408. Reimbursement — Indemnification — Advancement — Insurance

  A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner's activities on behalf of the partnership, if the general partner complied with §§ 61-3-406, 61-3-409, and 61-3-504 in making the payment.   A limited partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person's former or present capacity as a general partner, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of § 61-3-406, § 61-3-409, or § 61-3-504.   In the ordinary course of its activities and affairs, a limited partnership may advance reasonable expenses, including attorney's fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a general partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under subsection (b).   A limited partnership may purchase and maintain insurance on behalf of a general partner against liability asserted against or incurred by the general partner in that capacity or arising from that status even if, under § 61-3-104, the partnership agreement could not eliminate or limit the person's liability to the partnership for the conduct giving rise to the liability.
TN Code § 61-3-409 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 4 - General Partners|§ 61-3-409. Standards of Conduct for General Partners

  A general partner owes to the limited partnership and, subject to § 61-3-901, the other partners, only the duties of loyalty and care stated in subsections (b) and (c).   The fiduciary duty of loyalty of a general partner includes the duties:  To account to the limited partnership and hold as trustee for the limited partnership any property, profit, or benefit derived by the general partner:  In the conduct or winding up of the partnership's activities and affairs;   From a use by the general partner of the partnership's property; or   From the appropriation of a partnership opportunity;     To refrain from dealing with the partnership in the conduct or winding up of the partnership's activities and affairs as or on behalf of a person having an interest adverse to the partnership; and   To refrain from competing with the partnership in the conduct or winding up of the partnership's activities and affairs.     The duty of care of a general partner in the conduct or winding up of the limited partnership's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or knowing violation of law.   A general partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.   A general partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the general partner's conduct furthers the general partner's own interest.   All the partners of a limited partnership may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a general partner that otherwise would violate the duty of loyalty.   It is a defense to a claim under subdivision (b)(2) and any comparable claim in equity or at common law that the transaction was fair to the limited partnership.   If, as permitted by subsection (f) or the partnership agreement, a general partner enters into a transaction with the limited partnership that would otherwise be prohibited by subdivision (b)(2), the general partner's rights and obligations arising from the transaction are the same as those of a person that is not a general partner.
TN Code § 61-3-501 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 5 - Contributions and Distributions|§ 61-3-501. Form of Contribution and Acceptance

  A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited partnership or an agreement to transfer property to, perform services for, or provide another benefit to the partnership.   Neither a purported contribution nor an offer of consideration to make a contribution must be treated as a contribution to a limited partnership until:  The contribution is accepted by the affirmative vote or consent of all general partners; and   The amount and value of the contribution are recorded in the required information of the limited partnership.
TN Code § 61-3-502 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 5 - Contributions and Distributions|§ 61-3-502. Liability for Contribution

  A person's obligation to make a contribution to a limited partnership is not excused by the person's death, disability, termination, or other inability to perform personally.   If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited partnership to contribute money equal to the value, as stated in the required information, of the part of the contribution that has not been made. The foregoing option is in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited partnership may have against the partner under the partnership agreement or applicable law.   A conditional obligation of a partner to make a contribution or return money or other property to a limited partnership shall not be enforced unless the conditions to the obligation have been satisfied or waived as to or by the partner. Conditional obligations include contributions payable upon a discretionary call of a limited partnership or a general partner prior to the time the call occurs.   The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the partners. If a creditor of a limited partnership extends credit or otherwise acts in reliance on an obligation described in subsection (a) without knowledge or notice of a compromise under this subsection (d), the creditor may enforce the obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a partner to make a contribution.   A partnership agreement may provide that the interest of any partner who fails to make any contribution that the partner is obligated to make is subject to specified penalties for, or specified consequences of, the failure. The penalty or consequence may take the form of:  Reducing or eliminating the defaulting partner's proportionate interest in the limited partnership;   Subordinating the defaulting partner's partnership interest to that of nondefaulting partners;   A forced sale of the defaulting partner's partnership interest;   Forfeiture of the defaulting partner's partnership interest;   The lending by other partners of the amount necessary to meet the defaulting partner's commitment;   A fixing of the value of the defaulting partner's partnership interest by appraisal or by formula and redemption or sale of the defaulting partner's partnership interest at such value; or   Other penalty or consequence.
TN Code § 61-3-503 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 5 - Contributions and Distributions|§ 61-3-503. Sharing of and Right to Distributions Before Dissolution

  Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner, except to the extent necessary to comply with a transfer effective under § 61-3-702 or charging order in effect under § 61-3-703.   A person has a right to a distribution before the dissolution and winding up of a limited partnership only if the partnership decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.   A person does not have a right to demand or receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in § 61-3-810(f), a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.   If a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the partnership's obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as a partner on whose account the distribution is made.
TN Code § 61-3-505 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 5 - Contributions and Distributions|§ 61-3-505. Liability for Improper Distributions

  If a general partner consents to a distribution made in violation of § 61-3-504 and in consenting to the distribution fails to comply with § 61-3-409, the general partner is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of § 61-3-504.   A person that receives a distribution knowing that the distribution violated § 61-3-504 is personally liable to the limited partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under § 61-3-504.   A general partner against which an action is commenced because the general partner is liable under subsection (a) may:  Implead any other person that is liable under subsection (a) and seek to enforce a right of contribution from the person; and   Implead any person that received a distribution in violation of subsection (b) and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b).     An action under this section is barred unless commenced not later than two (2) years after the distribution.
TN Code § 61-3-602 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 6 - Dissociation|§ 61-3-602. Effect of Dissociation as Limited Partner

  If a person is dissociated as a limited partner:  Subject to § 61-3-704, the person does not have further rights as a limited partner;   The person's contractual obligation of good faith and fair dealing as a limited partner under § 61-3-305(a) ends with regard to matters arising and events occurring after the person's dissociation; and   Subject to § 61-3-704 and part 11 of this chapter, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person solely as a transferee.     A person's dissociation as a limited partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a limited partner.
TN Code § 61-3-604 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 6 - Dissociation|§ 61-3-604. Power to Dissociate as General Partner — Wrongful Dissociation

  A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under § 61-3-603(1).   A person's dissociation as a general partner is wrongful only if the dissociation:  Is in breach of an express provision of the partnership agreement; or   Occurs before the completion of the winding up of the limited partnership, and:  The person withdraws as a general partner by express will;   The person is expelled as a general partner by judicial order under § 61-3-603(5);   The person is dissociated as a general partner under § 61-3-603(7); or   In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a general partner because the person willfully dissolved or terminated.       A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to § 61-3-901, to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the general partner to the partnership or the other partners.