reglab/housing_qa huggingface dataset:
TN Code § 61-1-404 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 4 - Relations of Partners to Each Other and to Partnership|§ 61-1-404. General Standards of Partner's Conduct

  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).   A partner's duty of loyalty to the partnership and the other partners is limited to the following:  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;   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   To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.     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.   A partner shall discharge the duties to the partnership and the other partners under this act or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.   A partner does not violate a duty or obligation under this act or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.   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.   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.
TN Code § 61-1-405 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 4 - Relations of Partners to Each Other and to Partnership|§ 61-1-405. Actions by Partnership and Partners

  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.   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:  Enforce the partner's rights under the partnership agreement;   Enforce the partner's rights under this chapter, including:  The partner's rights under §§ 61-1-401, 61-1-403, or 61-1-404;   The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to § 61-1-701 or enforce any other right under parts 6 or 7 of this chapter; or   The partner's right to compel a dissolution and winding up of the partnership business under § 61-1-801 or enforce any other right under part 8 of this chapter; or     Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.     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.
TN Code § 61-1-406 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 4 - Relations of Partners to Each Other and to Partnership|§ 61-1-406. Continuation of Partnership Beyond Definite Term or Particular Undertaking

  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.   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 on the basis described in subsection (a).
TN Code § 61-1-407 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 4 - Relations of Partners to Each Other and to Partnership|§ 61-1-407. Classes and Voting

  A partnership agreement may provide for classes or groups of partners having such relative rights, powers and duties as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes or groups of partners having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of partners. A partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval of any partner or class or group of partners, including an action to create under the provisions of the partnership agreement a class or group of partnership interests that was not previously outstanding. A partnership agreement may provide that any partner or class or group of partners shall have no voting rights.   The partnership agreement may grant to all or certain identified partners or a specified class or group of the partners the right to vote separately or with all or any class or group of the partners on any matter. Voting by partners may be on a per capita, number, financial interest, class, group or any other basis.   A partnership agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.   On any matter that is to be voted on by partners, the partners may take such action without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the partners having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting. On any matter that is to be voted on by partners, the partners may vote in person or by proxy.   If a partnership agreement provides for the manner in which it may be amended, it may be amended in that manner or with the approval of all the partners or as otherwise permitted by law. If a partnership agreement does not provide for the manner in which it may be amended, the partnership agreement may be amended with the approval of all the partners or as otherwise permitted by law.
TN Code § 61-1-501 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 5 - Transferees and Creditors of Partner|§ 61-1-501. Partner Not a Co-Owner of Partnership Property

 Partnership property is owned by the partnership as an entity. 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.
TN Code § 61-1-502 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 5 - Transferees and Creditors of Partner|§ 61-1-502. 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. This interest is personal property.
TN Code § 61-1-503 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 5 - Transferees and Creditors of Partner|§ 61-1-503. Transfer of Partner's Transferable Interest

  A transfer, in whole or in part, of a partner's transferable interest in the partnership:  Is permissible;   Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and   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.     A transferee of a partner's transferable interest in the partnership has a right:  To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;   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   To seek under § 61-1-801(6) a judicial determination that it is equitable to wind up the partnership business.     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.   Upon transfer, the transferor retains the rights and duties of a partner other than the transferable interest so transferred.   A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.   A transfer of a partner's transferable interest in the partnership in violation of a restriction or prohibition on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
TN Code § 61-1-504 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 5 - Transferees and Creditors of Partner|§ 61-1-504. Partner's Transferable Interest Subject to Charging Order

  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.   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.   At any time before foreclosure, an interest charged may be redeemed:  By the judgment debtor;   With property other than partnership property, by one (1) or more of the other partners; or   With partnership property, by one (1) or more of the other partners with the consent of all of the partners whose interests are not so charged.     This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.   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.
TN Code § 61-1-602 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 6 - Partner's Dissociation|§ 61-1-602. Partner's Power to Dissociate — Wrongful Dissociation

  A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to § 61-1-601(1).   A partner's dissociation is wrongful only if:  It is in breach of an express provision of the partnership agreement; or   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:  The partner withdraws by express will, unless the withdrawal follows within ninety (90) days after another partner's dissociation by death or otherwise under § 61-1-601(6)-(10) or wrongful dissociation under this subsection (b);   The partner is expelled by judicial determination under § 61-1-601(5);   The partner is dissociated by becoming a debtor in bankruptcy; or   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.       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.
TN Code § 61-1-603 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 6 - Partner's Dissociation|§ 61-1-603. Effect of Partner's Dissociation

  If a partner's dissociation results in a dissolution and winding up of the partnership business, part 8 of this chapter applies; otherwise, part 7 of this chapter applies.   Upon a partner's dissociation:  The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in § 61-1-803;   The partner's duty of loyalty under § 61-1-404(b)(3) terminates; and   The partner's duty of loyalty under § 61-1-404(b)(1) and (2) and duty of care under § 61-1-404(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 § 61-1-803.
TN Code § 61-1-702 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 7 - Partner's Dissociation When Business Not Wound Up|§ 61-1-702. Dissociated Partner's Power to Bind and Liability to Partnership

  For one (1) year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under part 9 of this chapter, is bound by an act of the dissociated partner which would have bound the partnership under § 61-1-301 before dissociation only if at the time of entering into the transaction the other party:  Reasonably believed that the dissociated partner was then a partner;   Did not have notice of the partner's dissociation; and   Is not deemed to have had knowledge under § 61-1-303(d) or notice under § 61-1-704(c).     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).
TN Code § 61-1-703 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 7 - Partner's Dissociation When Business Not Wound Up|§ 61-1-703. Dissociated Partner's Liability to Other Persons

  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).   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 part 9 of this chapter, within one year after the partner's dissociation, only if the obligation is one for which such dissociated partner would be liable under § 61-1-306 if such dissociated partner had not dissociated and at the time of entering into the transaction the other party:  Reasonably believed that the dissociated partner was then a partner;   Did not have notice of the partner's dissociation; and   Is not deemed to have had knowledge under § 61-1-303(d) or notice under § 61-1-704(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.   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.
TN Code § 61-1-704 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 7 - Partner's Dissociation When Business Not Wound Up|§ 61-1-704. Statement of Dissociation

  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.   A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of § 61-1-303(c) and (d).   For the purposes of §§ 61-1-702(a)(3) and 61-1-703(b)(3), a person not a partner is deemed to have notice of the dissociation ninety (90) days after the statement of dissociation is filed.
TN Code § 61-1-705 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 7 - Partner's Dissociation When Business Not Wound Up|§ 61-1-705. Continued Use of Partnership Name

 Continued use of a partnership name, or a dissociated partner's name as a part of the 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.
TN Code § 61-1-801 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 8 - Winding Up Partnership Business|§ 61-1-801. 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:   In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under § 61-1-601(2)-(10), of that partner's express will to withdraw as a partner, or on a later date specified by the partner;   In a partnership for a definite term or particular undertaking:  Within ninety (90) days after a partner's dissociation by death or otherwise under § 61-1-601(6)-(10) or wrongful dissociation under § 61-1-602(b), at least half of the remaining partners express the will to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to § 61-1-602(b)(2)(A) constitutes the expression of that partner's will to wind up the partnership business;   The express will of all of the partners to wind up the partnership business; or   The expiration of the term or the completion of the undertaking;     An event agreed to in the partnership agreement resulting in the winding up of the partnership business;   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 (90) days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;   On application by a partner, a judicial determination that:  The economic purpose of the partnership is likely to be unreasonably frustrated;   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; or   It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or     On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:  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; or   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.
TN Code § 61-1-802 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 8 - Winding Up Partnership Business|§ 61-1-802. Partnership Continues After Dissolution

  Subject to subsection (b), 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.   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:  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; and   The rights of a third party accruing under § 61-1-804(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
TN Code § 61-1-803 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 8 - Winding Up Partnership Business|§ 61-1-803. Right to Wind Up Partnership Business

  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, a court of equity jurisdiction in the county where the partnership's chief executive office is or was last located, for good cause shown, may order judicial supervision of the winding up.   The legal representative of the last surviving partner may wind up a partnership's business.   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 § 61-1-807, settle disputes by mediation or arbitration, and perform other necessary acts.
TN Code § 61-1-804 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 8 - Winding Up Partnership Business|§ 61-1-804. Partner's Power to Bind Partnership After Dissolution

 Subject to § 61-1-805, a partnership is bound by a partner's act after dissolution that:   Is appropriate for winding up the partnership business; or   Would have bound the partnership under § 61-1-301 before dissolution, if the other party to the transaction did not have notice of the dissolution.