reglab/housing_qa huggingface dataset:
IA Code § 486A.404 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.404 - General standards of partner’s conduct.

486A.404 General standards of partner’s conduct.   1. 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 2 and 3.   2. A partner’s duty of loyalty to the partnership and the other partners is limited to the following:   a. To account to the partnership and hold as trustee for the partnership 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.   b. 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.   c. To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.   3. 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.   4. 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.   5. 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.   6. 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.   7. 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.  98 Acts, ch 1201, §23, 79, 82  Referred to in §486A.103, 486A.405, 486A.601, 486A.603
IA Code § 486A.405 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.405 - Actions by partnership and partners.

486A.405 Actions by partnership and partners.   1. 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.   2. 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 do any of the following:   a. Enforce the partner’s rights under the partnership agreement.   b. Enforce the partner’s rights under this chapter, including any or all of the following:   (1) The partner’s rights under section 486A.401, 486A.403, or 486A.404.   (2) The partner’s right on dissociation to have the partner’s interest in the partnership purchased pursuant to section 486A.701 or enforce any other right under article 6 or 7.   (3) The partner’s right to compel a dissolution and winding up of the partnership business under section 486A.801 or enforce any other right under article 8.   c. Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.   3. 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.  98 Acts, ch 1201, §24, 79, 82  Referred to in §486A.701
IA Code § 486A.406 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.406 - Continuation of partnership beyond definite term or particular undertaking.

486A.406 Continuation of partnership beyond definite term or particular undertaking.   1. 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.   2. 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.  98 Acts, ch 1201, §25, 79, 82
IA Code § 486A.501 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.501 - Partner not co-owner of partnership property.

486A.501 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.  98 Acts, ch 1201, §26, 79, 82
IA Code § 486A.502 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.502 - Partner’s transferable interest in partnership.

486A.502 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.  98 Acts, ch 1201, §27, 79, 82
IA Code § 486A.503 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.503 - Transfer of partner’s transferable interest.

486A.503 Transfer of partner’s transferable interest.   1. A transfer, in whole or in part, of a partner’s transferable interest in the partnership is or does all of the following:   a. Is permissible.   b. Does not by itself cause the partner’s dissociation or a dissolution and winding up of the partnership business.   c. 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.   2. A transferee of a partner’s transferable interest in the partnership has a right to all of the following:   a. To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.   b. 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.   c. To seek under section 486A.801, subsection 6, a judicial determination that it is equitable to wind up the partnership business.   3. 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.   4. Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.   5. A partnership need not give effect to a transferee’s rights under this section until it has notice of the transfer.   6. 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.  98 Acts, ch 1201, §28, 79, 82
IA Code § 486A.504 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.504 - Partner’s transferable interest subject to charging order.

486A.504 Partner’s transferable interest subject to charging order.   1. 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.   2. 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.   3. At any time before foreclosure, an interest charged may be redeemed by or with any of the following:   a. By the judgment debtor.   b. With property other than partnership property, by one or more of the other partners.   c. 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.   4. This chapter does not deprive a partner of a right under exemption laws with respect to the partner’s interest in the partnership.   5. 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.  98 Acts, ch 1201, §29, 79, 82
IA Code § 486A.602 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.602 - Partner’s power to dissociate — wrongful dissociation.

486A.602 Partner’s power to dissociate — wrongful dissociation.   1. A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to section 486A.601, subsection 1.   2. A partner’s dissociation is wrongful only if any of the following applies:   a. It is in breach of an express provision of the partnership agreement.   b. 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 occur:   (1) The partner withdraws by express will, unless the withdrawal follows within ninety days after another partner’s dissociation by death or otherwise under section 486A.601, subsections 6 through 10, or wrongful dissociation under this subsection.   (2) The partner is expelled by judicial determination under section 486A.601, subsection 5.   (3) The partner is dissociated by becoming a debtor in bankruptcy.   (4) 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.   3. 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.  98 Acts, ch 1201, §31, 79, 82  Referred to in §486A.103, 486A.701, 486A.801
IA Code § 486A.603 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.603 - Effect of partner’s dissociation.

486A.603 Effect of partner’s dissociation.   1. If a partner’s dissociation results in a dissolution and winding up of the partnership business, article 8 applies; otherwise, article 7 applies.   2. Upon a partner’s dissociation all of the following apply:   a. The partner’s right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 486A.803.   b. The partner’s duty of loyalty under section 486A.404, subsection 2, paragraph “c”, terminates.   c. The partner’s duty of loyalty under section 486A.404, subsection 2, paragraphs “a” and “b”, and duty of care under section 486A.404, subsection 3, 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 486A.803.  98 Acts, ch 1201, §32, 79, 82  Referred to in §486A.103
IA Code § 486A.702 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.702 - Dissociated partner’s power to bind and liability to partnership.

486A.702 Dissociated partner’s power to bind and liability to partnership.   1. 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 article 9, is bound by an act of the dissociated partner which would have bound the partnership under section 486A.301 before dissociation only if at the time of entering into the transaction all of the following apply:   a. The other party reasonably believed that the dissociated partner was then a partner.   b. The other party did not have notice of the partner’s dissociation.   c. The other party is not deemed to have had knowledge under section 486A.303, subsection 5, or notice under section 486A.704, subsection 3.   2. 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 1.  98 Acts, ch 1201, §34, 79, 82  Referred to in §486A.701, 486A.704, 486A.906
IA Code § 486A.703 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.703 - Dissociated partner’s liability to other persons.

486A.703 Dissociated partner’s liability to other persons.   1. 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 2.   2. 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 article 9, within two years after the partner’s dissociation, only if the partner is liable for the obligation under section 486A.306 and at the time of entering into the transaction all of the following apply:   a. The other party reasonably believed that the dissociated partner was then a partner.   b. The other party did not have notice of the partner’s dissociation.   c. The other party is not deemed to have had knowledge under section 486A.303, subsection 5, or notice under section 486A.704, subsection 3.   3. By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.   4. 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.  98 Acts, ch 1201, §35, 79, 82  Referred to in §486A.704, 486A.906
IA Code § 486A.704 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.704 - Statement of dissociation.

486A.704 Statement of dissociation.   1. A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.   2. A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of section 486A.303, subsections 4 and 5.   3. For the purposes of section 486A.702, subsection 1, paragraph “c”, and section 486A.703, subsection 2, paragraph “c”, a person not a partner is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.  98 Acts, ch 1201, §36, 79, 82  Referred to in §486A.101, 486A.303, 486A.702, 486A.703
IA Code § 486A.705 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.705 - Continued use of partnership name.

486A.705 Continued use of partnership name.   Continued use of a partnership name, or a dissociated partner’s name as part of a partnership name, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.  98 Acts, ch 1201, §37, 79, 82
IA Code § 486A.801 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.801 - Events causing dissolution and winding up of partnership business.

486A.801 Events causing dissolution and winding up of partnership business.   A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:   1. In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under section 486A.601, subsections 2 through 10, of that partner’s express will to withdraw as a partner, or on a later date specified by the partner.   2. In a partnership for a definite term or particular undertaking if any of the following occur or are present:   a. The expiration of ninety days after a partner’s dissociation by death or otherwise under section 486A.601, subsections 6 through 10, or wrongful dissociation under section 486A.602, subsection 2, unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to section 486A.602, subsection 2, paragraph “b”, subparagraph (1), agree to continue the partnership.   b. The express will of all of the partners to wind up the partnership business.   c. The expiration of the term or the completion of the undertaking.   3. An event agreed to in the partnership agreement resulting in the winding up of the partnership business.   4. An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section.   5. On application by a partner, a judicial determination that concludes any of the following:   a. The economic purpose of the partnership is likely to be unreasonably frustrated.   b. Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner.   c. It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement.   6. On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business at any of the following times:   a. After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer.   b. At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.  98 Acts, ch 1201, §38, 79, 82  Referred to in §486A.103, 486A.405, 486A.503, 486A.701
IA Code § 486A.802 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.802 - Partnership continues after dissolution.

486A.802 Partnership continues after dissolution.   1. Subject to subsection 2, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.   2. At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s business wound up and the partnership terminated. In that event all of the following apply:   a. The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred.   b. The rights of a third party accruing under section 486A.804, subsection 1, or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver shall not be adversely affected.  98 Acts, ch 1201, §39, 79, 82
IA Code § 486A.803 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.803 - Right to wind up partnership business.

486A.803 Right to wind up partnership business.   1. After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership’s business, but on application of any partner, partner’s legal representative, or transferee, the court, for good cause shown, may order judicial supervision of the winding up.   2. The legal representative of the last surviving partner may wind up a partnership’s business.   3. A person winding up a partnership’s business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership’s business, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership pursuant to section 486A.807, settle disputes by mediation or arbitration, and perform other necessary acts.  98 Acts, ch 1201, §40, 79, 82  Referred to in §486A.603
IA Code § 486A.804 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.804 - Partner’s power to bind partnership after dissolution.

486A.804 Partner’s power to bind partnership after dissolution.   Subject to section 486A.805, a partnership is bound by a partner’s act after dissolution that meets any of the following criteria:   1. Is appropriate for winding up the partnership business.   2. Would have bound the partnership under section 486A.301 before dissolution, if the other party to the transaction did not have notice of the dissolution.  98 Acts, ch 1201, §41, 79, 82  Referred to in §486A.802, 486A.805, 486A.806
IA Code § 486A.805 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.805 - Statement of dissolution.

486A.805 Statement of dissolution.   1. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.   2. A statement of dissolution cancels a filed statement of partnership authority for the purposes of section 486A.303, subsection 4, and is a limitation on authority for the purposes of section 486A.303, subsection 5.   3. For the purposes of sections 486A.301 and 486A.804, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners’ authority as a result of the statement of dissolution ninety days after it is filed.   4. After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in section 486A.303, subsections 4 and 5, in any transaction, whether or not the transaction is appropriate for winding up the partnership business.  98 Acts, ch 1201, §42, 79, 82  Referred to in §486A.101, 486A.303, 486A.804