reglab/housing_qa huggingface dataset:
AL Code § 10A-8A-4.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 4 - Relations of Partners to Each Other and to Partnership.|Section 10A-8A-4.04 - Liability for Contribution.

Section 10A-8A-4.04Liability for contribution. (a) A partner's obligation to make a contribution to a partnership is not excused by the partner's death, disability, or other inability to perform personally. (b) If a partner does not make a contribution required by an enforceable promise, the partner or the partner's estate is obligated, at the election of the partnership, to contribute money equal to the value of the portion of the contribution that has not been made. The foregoing election shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the partnership may have under the partnership agreement or applicable law. (c) The obligation of a partner to make a contribution to a partnership may be compromised only by consent of all partners. A conditional obligation of a partner to make a contribution to a partnership may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by that partner. Conditional obligations include contributions payable upon a discretionary call of a partnership before the time the call occurs. (d) A creditor of a limited liability partnership which extends credit or otherwise acts in reliance on an obligation described in subsection (a), without notice of any compromise under this subsection, may enforce the original obligation. (e) A promise by a partner to make a contribution to a partnership is not enforceable unless set forth in a writing signed by the partner. (Act 2018-125, §7.)
AL Code § 10A-8A-4.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 4 - Relations of Partners to Each Other and to Partnership.|Section 10A-8A-4.05 - Sharing of Distributions Before Dissolution.

Section 10A-8A-4.05Sharing of distributions before dissolution. All partners shall share equally in any distributions made by a partnership before its dissolution and winding up. (Act 2018-125, §7.)
AL Code § 10A-8A-4.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 4 - Relations of Partners to Each Other and to Partnership.|Section 10A-8A-4.06 - Interim Distributions.

Section 10A-8A-4.06Interim distributions. Subject to Section 10A-8A-7.01, a partner has a right to a distribution before the dissolution and winding up of a partnership as provided in the partnership agreement. A decision to make a distribution before the dissolution and winding up of the partnership is a decision in the ordinary course of the business or not for profit activity of the partnership. (Act 2018-125, §7.)
AL Code § 10A-8A-4.07 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 4 - Relations of Partners to Each Other and to Partnership.|Section 10A-8A-4.07 - Distribution in Kind.

Section 10A-8A-4.07Distribution in kind. A partner does not have a right to demand and receive a distribution from a partnership in any form other than money. Except as otherwise provided in Section 10A-8A-8.07, a partnership may distribute an asset in kind if each partner receives a percentage of the asset in proportion to the partner's share of distributions. (Act 2018-125, §7.)
AL Code § 10A-8A-4.08 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 4 - Relations of Partners to Each Other and to Partnership.|Section 10A-8A-4.08 - Right to Distribution.

Section 10A-8A-4.08Right to distribution. If a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the 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 dissociated partner on whose account the distribution is made. (Act 2018-125, §7.)
AL Code § 10A-8A-4.09 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 4 - Relations of Partners to Each Other and to Partnership.|Section 10A-8A-4.09 - Limitations of Distribution and Liability for Improper Distributions.

Section 10A-8A-4.09Limitations of distribution and liability for improper distributions. (a) A limited liability partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability partnership, other than liabilities to partners on account of their transferable interests and liabilities for which the recourse of creditors is limited to specific property of the limited liability partnership, exceed the fair value of the assets of the limited liability partnership, except that the fair value of the property that is subject to a liability for which recourse of creditors is limited shall be included in the assets of the limited liability partnership only to the extent that the fair value of the property exceeds that liability. (b) A partner who consents to a distribution in violation of subsection (a) or the partnership agreement, and who knew at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall be liable to the limited liability partnership for the amount of that distribution. (c) A partner who receives a distribution in violation of subsection (a) or the partnership agreement, and who knew at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall be liable to the limited liability partnership for the amount of the distribution received by that partner. A partner who receives a distribution in violation of subsection (a) or the partnership agreement, and who did not know at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall not be liable for the amount of the distribution received by that partner. (d) Except as provided in subsection (e), this section shall not affect any obligation or liability of a partner under other applicable law for the amount of a distribution. (e) An action under this section or other applicable law is barred if not commenced within two years after the distribution. (f) For purposes of subsection (a), "distribution" does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of the limited liability partnership's business or not for profit activity under a bona fide retirement plan or other benefits program. (g) This section shall not apply to distributions made in accordance with Section 10A-8A-8.09. (Act 2018-125, §7.)
AL Code § 10A-8A-4.11 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 4 - Relations of Partners to Each Other and to Partnership.|Section 10A-8A-4.11 - General Standards of Partner's Conduct.

Section 10A-8A-4.11General standards of partner's conduct. (a) The duties that a partner has to the partnership and to the other partners include the duty of loyalty and the duty of care as described in subsections (b) and (c). (b) A partner's duty of loyalty to the partnership and to the other partners includes each of the following: (1) To account to the partnership and to hold as trustee for it any property, profit, or benefit derived by the partner in the conduct or winding up of the partnership's business or not-for-profit activity 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's business or not-for-profit activity as or on behalf of a party having an interest adverse to the partnership. (3) To refrain from competing with the partnership in the conduct of the partnership's business or not-for-profit activity before the dissolution of the partnership. (c) A partner's duty of care to the partnership and to the other partners in the conduct or winding up of the partnership's business or not-for-profit activity includes 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 to the other partners under this chapter and under the partnership agreement and exercise any rights consistently with the implied contractual covenant 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. (Act 2018-125, §7; Act 2019-304, §1.)
AL Code § 10A-8A-4.12 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 4 - Relations of Partners to Each Other and to Partnership.|Section 10A-8A-4.12 - Reliance on Reports and Information.

Section 10A-8A-4.12Reliance on reports and information. A partner of a partnership shall be fully protected in relying in good faith upon the records of the partnership and upon information, opinions, reports, or statements presented by another partner or agent of the partnership, or by any other person as to matters the partner reasonably believes are within that other person's professional or expert competence, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits, or losses of the partnership, or the value and amount of assets or reserves or contracts, agreements, or other undertakings that would be sufficient to pay claims and obligations of the partnership, or to make reasonable provision to pay those claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to partners or creditors might properly be paid. (Act 2018-125, §7.)
AL Code § 10A-8A-4.13 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 4 - Relations of Partners to Each Other and to Partnership.|Section 10A-8A-4.13 - Actions by Partnership and Partners.

Section 10A-8A-4.13Actions by partnership and partners. (a) Except as provided in Sections 10A-8A-3.06, 10A-8A-8.06, or 10A-8A-8.07, 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) Except as provided in Sections 10A-8A-3.06, 10A-8A-8.06, or 10A-8A-8.07, 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 or not for profit activity, 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 Sections 10A-8A-4.01, 10A-8A-4.03, or 10A-8A-4.04; (ii) the partner's right on dissociation to have the partner's transferable interest in the partnership purchased pursuant to Section 10A-8A-7.01 or enforce any other right under Article 6 or 7; or  (iii) the partner's right to compel a dissolution and winding up of the partnership's business or not for profit activity under Section 10A-8A-8.01 or enforce any other right under Article 8; 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. (Act 2018-125, §7.)
AL Code § 10A-8A-4.14 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 4 - Relations of Partners to Each Other and to Partnership.|Section 10A-8A-4.14 - Continuation of Partnership Beyond Definite Term or Particular Undertaking.

Section 10A-8A-4.14Continuation 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 or not for profit activity during the term or undertaking, continue the business or not for profit activity without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue. (Act 2018-125, §7.)
AL Code § 10A-8A-5.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 5 - Transferees and Creditors of Partners.|Section 10A-8A-5.01 - Partner's Transferable Interest in Partnership.

Section 10A-8A-5.01Partner's transferable interest in partnership. The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property. (Act 2018-125, §7.)
AL Code § 10A-8A-5.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 5 - Transferees and Creditors of Partners.|Section 10A-8A-5.02 - Transfer of Partner's Transferable Interest.

Section 10A-8A-5.02Transfer of partner's transferable interest. (a) A transfer, in whole or in part, of a partner's transferable interest: (1) is permissible; (2) does not by itself cause the partner's dissociation; (3) does not by itself cause a dissolution and winding up of the partnership; and (4) subject to Section 10A-8A-5.05, does not entitle the transferee to: (A) participate in the management or conduct of the partnership's business or not for profit activity; or (B) except as otherwise provided in subsection (d), have access to required information, records, or other information concerning the partnership's business or not for profit activity. (b) A transferee 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, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (3) to seek under Section 10A-8A-8.01(5) a judicial determination that it is equitable to wind up the partnership business or not for profit activity. (c) A transferable interest may be evidenced by a certificate of transferable interest issued by the partnership. A partnership agreement may provide for the transfer of the transferable interest represented by the certificate and make other provisions with respect to the certificate. No certificate of transferable interest shall be issued in bearer form. (d) In a dissolution and winding up, a transferee is entitled to an account of the partnership's transactions only from the date of dissolution. (e) Except as otherwise provided in Sections 10A-8A-6.01(4), 10A-8A-6.01(11), and 10A-8A-6.01(12), when a partner transfers a transferable interest, the transferor retains the rights of a partner other than the right to distributions transferred and retains all duties and obligations of a partner. (f) A partnership need not give effect to a transferee's rights under this section until the partnership has notice of the transfer. (g) When a partner transfers a transferable interest to a person that is admitted as a partner with respect to the transferred interest, the transferee is liable for the partner's obligations under Sections 10A-8A-4.04 and 10A-8A-4.09 to the extent that the obligations are known to the transferee when the transferee voluntarily accepts admission as a partner. (Act 2018-125, §7.)
AL Code § 10A-8A-5.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 5 - Transferees and Creditors of Partners.|Section 10A-8A-5.04 - Power of Personal Representative of Deceased Partner.

Section 10A-8A-5.04Power of personal representative of deceased partner. If a partner dies, the deceased partner's personal representative or other legal representative may: (a) for the period of time that the deceased partner's personal representative or other legal representative holds the deceased partner's transferable interest: (1) exercise the rights of a holder of transferable interests under this chapter; (2) exercise the rights of a transferee under Section 10A-8A-5.02; and (3) for purposes of settling the estate, exercise the rights of a current partner under Section 10A-8A-4.10; and (b) for the period of time that the deceased partner's personal representative or other legal representative does not hold the deceased partner's transferable interest, for purposes of settling the estate, exercise the rights of a person dissociated as a partner under Section 10A-8A-4.10. (Act 2018-125, §7.)
AL Code § 10A-8A-6.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 6 - Partner's Dissociation.|Section 10A-8A-6.02 - Partner's Power to Dissociate; Wrongful Dissociation.

Section 10A-8A-6.02Partner's power to dissociate; wrongful dissociation. (a) A person has the power to dissociate as a partner at any time, rightfully or wrongfully, by express will pursuant to Section 10A-8A-6.01(1). (b) A person'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 if any of the following apply: (A) the person dissociates as a partner by express will, unless the dissociation follows not later than 90 days after another person's dissociation by death or otherwise under Section 10A-8A-6.01(6) through (10) or wrongful dissociation under this subsection; (B) the person is expelled as a partner by judicial order under Section 10A-8A-6.01(5); (C) the person is dissociated under Section 10A-8A-6.01(7); or (D) 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 because it willfully dissolved or terminated. (c) A person that wrongfully dissociates as a partner is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the partner to the partnership or the other partners. (Act 2018-125, §7.)
AL Code § 10A-8A-6.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 6 - Partner's Dissociation.|Section 10A-8A-6.03 - Effect of Partner's Dissociation.

Section 10A-8A-6.03Effect of partner's dissociation. (a) If a person's dissociation results in a dissolution and winding up of the partnership business or not for profit activity, Article 8 applies; otherwise, Article 7 applies. (b) Upon a person's dissociation as a partner: (1) the person's right to participate in the management and conduct of the partnership business or not for profit activity terminates, except as provided in Section 10A-8A-8.03; (2) the person's duty of loyalty under Section 10A-8A-4.11(b)(3) terminates; and (3) the person's duty of loyalty under Section 10A-8A-4.11(b)(1) and (2) and duty of care under Section 10A-8A-4.11(c) continue only with regard to matters arising and events occurring before the person's dissociation, unless the partner participates in winding up the partnership's business or not for profit activity pursuant to Section 10A-8A-8.03. (Act 2018-125, §7.)
AL Code § 10A-8A-7.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 7 - Person's Dissociation as a Partner When Business or Not for Profit Activity Not Wound Up.|Section 10A-8A-7.02 - Power to Bind and Liability of Person Dissociated as a Partner.

Section 10A-8A-7.02Power to bind and liability of person dissociated as a partner. (a) For one year after a person dissociates as a partner without resulting in a dissolution and winding up of the partnership business or not for profit activity, the partnership, including a surviving partnership or other surviving entity under Article 9 of this chapter and Article 8 of Chapter 1, is bound by an act of the person dissociated as a partner which would have bound the partnership under Section 10A-8A-3.01 before dissociation only if at the time of entering into the transaction the other party: (1) reasonably believed that the person dissociated as a partner was then a partner and reasonably relied on such belief in entering into the transaction; (2) did not have notice of the person's dissociation as a partner; and (3) is not deemed to have had knowledge or notice under Section 10A-8A-1.03. (b) A person dissociated as a partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the person dissociated as a partner after dissociation for which the partnership is liable under subsection (a). (Act 2018-125, §7.)
AL Code § 10A-8A-7.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 7 - Person's Dissociation as a Partner When Business or Not for Profit Activity Not Wound Up.|Section 10A-8A-7.03 - Liability of Person Dissociated as a Partner to Other Persons.

Section 10A-8A-7.03Liability of person dissociated as a partner to other persons. (a) A person's dissociation as a partner does not of itself discharge that person's liability for a partnership obligation incurred before dissociation. A person dissociated as a partner is not liable for a partnership obligation incurred after dissociation, except as provided in subsection (b). (b) A person that dissociates as a partner without resulting in a dissolution and winding up of the partnership business or not for profit activity is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership or other surviving entity under Article 9 of this chapter or Article 8 of Chapter 1, within one year after the partner's dissociation, only if the partner is liable for the obligation under Section 10A-8A-3.06 and at the time of entering into the transaction the other party: (1) reasonably believed that the person dissociated as a partner was then a partner and reasonably relied on such belief in entering into the transaction; (2) did not have notice of the person's dissociation; and (3) is not deemed to have had knowledge or notice under Section 10A-8A-1.03 of the person's dissociation. (c) By agreement with the partnership creditor and the partners continuing the business or not for profit activity, a person dissociated as a partner may be released from liability for a partnership obligation. (d) A person dissociated as a partner is released from liability for a partnership obligation if a partnership creditor, with notice of the person's dissociation but without the person's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. (Act 2018-125, §7.)