reglab/housing_qa huggingface dataset:
NM Stat § 54-1A-307 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 3 - Relations of Partners to Persons Dealing with Partnership.|Section 54-1A-307 - Actions by and against partnership and partners.

(a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and, to the extent not inconsistent with Section 54-1A-306 NMSA 1978, any or all of the partners in the same action or in separate actions. (c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner. (d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under Section 54-1A-306 NMSA 1978 and: (1) a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (2) the partnership is a debtor in bankruptcy; (3) the partner has agreed that the creditor need not exhaust partnership assets; (4) a court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or (5) liability is imposed on the partner by law or contract independent of the existence of the partnership. (e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under Section 54-1A-308 NMSA 1978. History: Laws 1996, ch. 53, § 307; 1997, ch. 76, § 6. ANNOTATIONSThe 1997 amendment, effective July 1, 1997, inserted "to the extent not inconsistent with Section 54-1A-306 NMSA 1978" in Subsection (b); added "the partner is personally liable for the claim under section 54-1A-306 NMSA 1978 and" at the end of the introductory language in Subsection (d); and made a section reference substitution in Subsection (e).
NM Stat § 54-1A-402 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 4 - Relations of Partners to Each Other and to Partnership.|Section 54-1A-402 - Distributions in kind.

A partner has no right to receive, and may not be required to accept, a distribution in kind. History: Laws 1996, ch. 53, § 402. ANNOTATIONS
NM Stat § 54-1A-403 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 4 - Relations of Partners to Each Other and to Partnership.|Section 54-1A-403 - Partner's rights and duties with respect to information.

(a) A partnership shall keep its books and records, if any, at its chief executive office. (b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished. (c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability: (1) without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or the Uniform Partnership Act (1994) [54-1A-101 to 54-1A-1206 NMSA 1978]; and (2) on demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. History: Laws 1996, ch. 53, § 403. ANNOTATIONSDuty imposed by law. — There is an underlying duty imposed by law upon all partners because of their confidential relationship to be completely honest, open and fair. Rogers v. Stacy, 1957-NMSC-101, 63 N.M. 317, 318 P.2d 1116. Partners bear fiduciary relationship to each other. — Former Section 54-1-20 NMSA 1978 did not limit a partner's duty of affirmative disclosure in transactions between partners. Implicit in the resolution of disputes between partners must be the special responsibilities partners bear to each other. In connection with their partnership affairs, they bear a fiduciary relationship to each other. C.B. & T. Co. v. Hefner, 1982-NMCA-131, 98 N.M. 594, 651 P.2d 1029, cert. denied, 98 N.M. 590, 651 P.2d 636. Am. Jur. 2d, A.L.R. and C.J.S. references. — 59A Am. Jur. 2d Partnership §§ 409, 968 et seq. Partner's breach of fiduciary duty to copartner on sale of partnership interest to another partner, 4 A.L.R.4th 1122. 68 C.J.S. Partnership § 76.
NM Stat § 54-1A-406 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 4 - Relations of Partners to Each Other and to Partnership.|Section 54-1A-406 - Continuation of partnership beyond definite term or particular undertaking.

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will. (b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue. History: Laws 1996, ch. 53, § 406. ANNOTATIONSEffective dates. — Laws 1996, ch. 53, § 1007 makes the Uniform Partnership Act effective on July 1, 1997.
NM Stat § 54-1A-502 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 5 - Transferees and Creditors of Partner.|Section 54-1A-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. History: Laws 1996, ch. 53, § 502. ANNOTATIONSInterest in partnership realty is personal property. — An interest of a partner in a partnership is personal property and not real property, even if land is one of the assets. Citizens Bank v. Williams, 1981-NMSC-059, 96 N.M. 373, 630 P.2d 1228. Am. Jur. 2d, A.L.R. and C.J.S. references. — Am. Jur. 2d Partnership § 409 et seq. Right to set off claim of firm against indebtedness of individual partner, 60 A.L.R. 584. Profits after death or dissolution, 55 A.L.R.2d 1391. Effect of Uniform Partnership Act, § 26 as converting realty into personalty, 80 A.L.R.2d 1107. Partner's breach of fiduciary duty to copartner on sale of partnership interest to another partner, 4 A.L.R.4th 1122. 68 C.J.S. Partnership §§ 85, 86.
NM Stat § 54-1A-602 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 6 - Partner's Dissociation.|Section 54-1A-602 - Partner's power to dissociate; wrongful dissociation.

(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to Section 601(1) [54-1A-601(1) NMSA 1978]. (b) A partner's dissociation is wrongful only if: (1) it is in breach of an express provision of the partnership agreement; or (2) in the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking: (i) the partner withdraws by express will, unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under Section 601(6) through (10) [54-1A-601(6) through (10) NMSA 1978] or wrongful dissociation under Section 602(b) [54-1A-602(b) NMSA 1978]; (ii) the partner is expelled by judicial determination under Section 601(5) [54-1A-601(5) NMSA 1978]; (iii) the partner is dissociated by becoming a debtor in bankruptcy; or (iv) in the case of a partner who is not an individual, trust other than a business trust or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated. (c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners. History: Laws 1996, ch. 53, § 602.
NM Stat § 54-1A-603 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 6 - Partner's Dissociation.|Section 54-1A-603 - Effect of partner's dissociation.

(a) If a partner's dissociation results in a dissolution and winding up of the partnership business, Article 8 applies; otherwise, Article 7 applies. (b) Upon a partner's dissociation: (1) the partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in Section 803 [54-1A-803 NMSA 1978]; (2) the partner's duty of loyalty under Section 404(b)(3) [54-1A-404(b)(3) NMSA 1978] terminates; and (3) the partner's duty of loyalty under Section 404(b)(1) and (2) [54-1A-404(b)(1) and (2) NMSA 1978] and duty of care under Section 404(c) [54-1A-404(c) NMSA 1978] 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 803. History: Laws 1996, ch. 53, § 603.
NM Stat § 54-1A-702 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 7 - Partner's Dissociation When Business Not Wound Up.|Section 54-1A-702 - Dissociated partner's power to bind and liability to partnership.

(a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under Article 9, is bound by an act of the dissociated partner which would have bound the partnership under Section 301 [54-1A-301 NMSA 1978] before dissociation only if at the time of entering into the transaction the other party: (1) reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under Section 303(e) [54-1A-303(e) NMSA 1978] or notice under Section 704(c) [54-1A-704(c) NMSA 1978]. (b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under Subsection (a). History: Laws 1996, ch. 53, § 702.
NM Stat § 54-1A-703 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 7 - Partner's Dissociation When Business Not Wound Up.|Section 54-1A-703 - Dissociated partner's liability to other persons.

(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in Subsection (b) of this section. (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 Article 9 of the Uniform Partnership Act (1994), within two years after the partner's dissociation, only if the partner is liable for the obligation under Section 54-1A-306 NMSA 1978 and at the time of entering into the transaction the other party: (1) reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under Section 54-1A-303(e) NMSA 1978 or notice under Section 54-1A-704(c) NMSA 1978. (c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation. (d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. History: Laws 1996, ch. 53, § 703; 1997, ch. 76, § 7. ANNOTATIONSThe 1997 amendment, effective July 1, 1997, inserted "of this section" in Subsection (a) and, in Subsection (b), near the middle, inserted "of the Uniform Partnership Act (1994)" and deleted "the liabilty is owed for which" following "only if", and made section reference substitutions.
NM Stat § 54-1A-704 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 7 - Partner's Dissociation When Business Not Wound Up.|Section 54-1A-704 - Statement of dissociation.

(a) 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. (b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of Section 303(d) and (e) [54-1A-303(d) and (e) NMSA 1978]. (c) For the purposes of Sections 702(a)(3) [54-1A-702(a)(3) NMSA 1978] and 703(b)(3) [54-1A-703(b)(3) NMSA 1978], a person not a partner is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed. History: Laws 1996, ch. 53, § 704.
NM Stat § 54-1A-705 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 7 - Partner's Dissociation When Business Not Wound Up.|Section 54-1A-705 - Continued use of partnership name.

Continued use of a partnership name, or a dissociated partner's name as part thereof, 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. History: Laws 1996, ch. 53, § 705.
NM Stat § 54-1A-802 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 8 - Winding Up Partnership Business.|Section 54-1A-802 - Partnership continues after dissolution.

(a) 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. (b) 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: (1) 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 (2) the rights of a third party accruing under Section 804(1) [54-1A-804(1) NMSA 1978] 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. History: Laws 1996, ch. 53, § 802.
NM Stat § 54-1A-803 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 8 - Winding Up Partnership Business.|Section 54-1A-803 - Right to wind up partnership business.

(a) 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 district court, for good cause shown, may order judicial supervision of the winding up. (b) The legal representative of the last surviving partner may wind up a partnership's business. (c) 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 807 [54-1A-807 NMSA 1978], settle disputes by mediation or arbitration and perform other necessary acts. History: Laws 1996, ch. 53, § 803.
NM Stat § 54-1A-804 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 8 - Winding Up Partnership Business.|Section 54-1A-804 - Partner's power to bind partnership after dissolution.

Subject to Section 805 [54-1A-805 NMSA 1978], a partnership is bound by a partner's act after dissolution that: (1) is appropriate for winding up the partnership business; or (2) would have bound the partnership under Section 301 [54-1A-301 NMSA 1978] before dissolution, if the other party to the transaction did not have notice of the dissolution. History: Laws 1996, ch. 53, § 804. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 59A Am. Jur. 2d Partnership § 877 et seq. Nonuse of trade name as affecting rights of partners inter se after dissolution of firm, 48 A.L.R. 1263. Agency conferred upon partners as affected by dissolution of the partnership, 170 A.L.R. 512. Powers of liquidating partner with respect to incurring obligations, 60 A.L.R.2d 826. 68 C.J.S. Partnership § 354.
NM Stat § 54-1A-805 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 8 - Winding Up Partnership Business.|Section 54-1A-805 - Statement of dissolution.

(a) 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. (b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of Section 303(d) [54-1A-303(d) NMSA 1978] and is a limitation on authority for the purposes of Section 303(e) [54-1A-303(e) NMSA 1978]. (c) For the purposes of Sections 301 [54-1A-301 NMSA 1978] and 804 [54-1A-804 NMSA 1978], 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. (d) 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 303(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership business. History: Laws 1996, ch. 53, § 805.
NM Stat § 54-1A-806 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 8 - Winding Up Partnership Business.|Section 54-1A-806 - Partner's liability to other partners after dissolution.

(a) Except as otherwise provided in Subsection (b) of this section and Section 54-1A-306 NMSA 1978, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under Section 54-1A-804 NMSA 1978. (b) A partner who, with knowledge of the dissolution, incurs a partnership liability under Section 54-1A-804(2) NMSA 1978 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability. History: Laws 1996, ch. 53, § 806; 1997, ch. 76, § 8. ANNOTATIONSThe 1997 amendment, effective July 1, 1997, made section reference substitutions in Subsections (a) and (b), and, in Subsection (a), inserted "of this section and Section 54-1A-306 NMSA 1978" near the beginning and deleted "unless the liability is not one for which the partner is liable under Section 306 and Section 54-1-48 NMSA 1978" at the end.
NM Stat § 54-1A-901 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 9 - Conversions and Mergers.|Section 54-1A-901 - Definitions.

As used in this article: (1) "general partner" means a partner in a partnership and a general partner in a limited partnership; (2) "limited partner" means a limited partner in a limited partnership; (3) "limited partnership" means a limited partnership created under the Uniform Limited Partnership Act [repealed], predecessor law or comparable law of another jurisdiction; and (4) "partner" includes both a general partner and a limited partner. History: Laws 1996, ch. 53, § 901. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Laws 2007, ch. 129, § 1206 repealed the Uniform Limited Partnership Act, Sections 54-2-1 through 54-2-63 NMSA 1978, effective January 1, 2009. For comparable provisions, see the Uniform Revised Limited Partnership Act, Chapter 54, Article 2A NMSA 1978.
NM Stat § 54-1A-902 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 1A - Uniform Partnerships|Article 9 - Conversions and Mergers.|Section 54-1A-902 - Conversion of partnership to limited partnership.

(a) A partnership may be converted to a limited partnership pursuant to this section. (b) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement. (c) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include: (1) a statement that the partnership was converted to a limited partnership from a partnership; (2) its former name; and (3) a statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement. (d) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate. (e) A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within ninety days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Uniform Limited Partnership Act [repealed]. History: Laws 1996, ch. 53, § 902. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Laws 2007, ch. 129, § 1206 repealed the Uniform Limited Partnership Act, Sections 54-2-1 through 54-2-63 NMSA 1978, effective January 1, 2009. For comparable provisions, see the Uniform Revised Limited Partnership Act, Chapter 54, Article 2A NMSA 1978.