reglab/housing_qa huggingface dataset:
WI Stat § 178.0306 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 178 - Uniform partnership law.|178.0306 - Partner's liability.

178.0306  Partner's liability. (1) Except as otherwise provided in subs. (2) to (3m), all partners are liable jointly and severally for all debts, obligations, and other liabilities of the partnership unless otherwise agreed by the claimant or provided by law. (2) A person that becomes a partner is not personally liable for a debt, obligation, or other liability of the partnership incurred before the person became a partner. (3) (a) Except as provided in sub. (3m), a debt, obligation, or other liability of a partnership incurred while the partnership is a limited liability partnership is solely the debt, obligation, or other liability of the limited liability partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such a debt, obligation, or other liability of the limited liability partnership solely by reason of being or acting as a partner.(b) This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability partnership under s. 178.0901 (2).(c) This subsection applies regardless of the dissolution of the limited liability partnership. (3m) (a) To the extent a partnership has or is deemed to have elected under par. (b) to have this par. (a) apply, sub. (3) does not affect the liability of a partner in a limited liability partnership for any of the following that occurs while the partnership is subject to this subsection:1. The partner's own omissions, negligence, wrongful acts, misconduct, or malpractice.2. The omissions, negligence, wrongful acts, misconduct, or malpractice of any person acting under the partner's actual supervision and control in the specific activity in which the omissions, negligence, wrongful acts, misconduct, or malpractice occurred.(b)1. Except as provided in subd. 3., a limited liability partnership that became a limited liability partnership before January 1, 2018, is deemed to have elected to have par. (a) apply.2. Except as provided in subd. 3, a limited liability partnership that became a limited liability partnership on or after January 1, 2018, is deemed to not have elected to have par. (a) apply.3. A limited liability partnership may change its election under this paragraph by filing an amended statement of qualification to that effect. This amendment may be made at any time, but shall be effective prospectively only. (4) The failure of a limited liability partnership to observe formalities relating to the exercise of its powers or management of its business is not a ground for imposing liability on a partner for a debt, obligation, or other liability of the partnership. (5) The cancellation or administrative revocation of a limited liability partnership's statement of qualification does not affect the limitation in this section on the liability of a partner for a debt, obligation, or other liability of the partnership incurred while the statement was in effect.History:  2015 a. 295.
WI Stat § 178.0307 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 178 - Uniform partnership law.|178.0307 - Actions by and against partnership and partners.

178.0307  Actions by and against partnership and partners. (1) A partnership may sue and be sued in the name of the partnership. (2) To the extent not inconsistent with s. 178.0306, a partner may be joined in an action against the partnership or named in a separate action. (3) 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. (4) 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 s. 178.0306 and any of the following is true:(a) 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.(b) The partnership is a debtor in bankruptcy.(c) The partner has agreed that the creditor need not exhaust partnership assets.(d) 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.(e) Liability is imposed on the partner by law or contract independent of the existence of the partnership. (5) This section applies to any debt, liability, or other obligation of a partnership which results from a representation by a partner or purported partner under s. 178.0308.History:  2015 a. 295.
WI Stat § 178.0308 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 178 - Uniform partnership law.|178.0308 - Liability of purported partner.

178.0308  Liability of purported partner. (1) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation. (2) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner with respect to persons who enter into transactions in reliance upon the representation. If all the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable. (3) A person is not liable as a partner merely because the person is named by another as a partner in a statement of partnership authority. (4) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the person's dissociation as a partner. (5) Except as otherwise provided in subs. (1) and (2) and subch. VII, persons who are not partners as to each other are not liable as partners to other persons.History:  2015 a. 295.
WI Stat § 178.0401 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 178 - Uniform partnership law.|178.0401 - Partner's rights and duties.

178.0401  Partner's rights and duties. (1) Each partner is entitled to an equal share of the partnership distributions and, except in the case of a limited liability partnership, is chargeable with a share of the partnership losses in proportion to the partner's share of the distributions. (2) A partnership shall reimburse a partner for any payment made by the partner in the course of the partner's activities on behalf of the partnership, if the partner complied with this section and s. 178.0409 in making the payment. (3) A partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person's former or present capacity as a partner, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of this section or s. 178.0407 or 178.0409. (4) In the ordinary course of its business, a partnership may advance reasonable expenses, including attorney fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under sub. (3). (5) A partnership may purchase and maintain insurance on behalf of a partner against liability asserted against or incurred by the partner in that capacity or arising from that status even if, under s. 178.0105 (3) (g), the partnership agreement could not eliminate or limit the person's liability to the partnership for the conduct giving rise to the liability. (6) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute. (7) A payment or advance made by a partner which gives rise to a partnership obligation under sub. (2) or (6) constitutes a loan to the partnership which accrues interest from the date of the payment or advance. (8) Each partner has equal rights in the management and conduct of the partnership's business. (9) A partner may use or possess partnership property only on behalf of the partnership. (10) Unless authorized by the partnership agreement or otherwise in accordance with this chapter, a partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership. (11) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership, an amendment to the partnership agreement, or a merger, interest exchange, conversion, or domestication by the partnership under subch. IX may be undertaken only with the affirmative vote or consent of all the partners.History:  2015 a. 295.
WI Stat § 178.0402 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 178 - Uniform partnership law.|178.0402 - Becoming partner.

178.0402  Becoming partner. (1) Upon formation of a partnership, a person becomes a partner under s. 178.0202 (1). (2) After formation of a partnership, a person becomes a partner in any of the following ways:(a) As provided in the partnership agreement.(b) As a result of a transaction effective under subch. XI.(c) With the affirmative vote or consent of all the partners. (3) A person may become a partner without doing any of the following:(a) Acquiring a transferable interest.(b) Making or being obligated to make a contribution to the partnership.History:  2015 a. 295.
WI Stat § 178.0403 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 178 - Uniform partnership law.|178.0403 - Form of contribution.

178.0403  Form of contribution. A contribution may consist of money or other property transferred to, services performed for, or another benefit provided to the partnership or an agreement to transfer money or property to, perform services for, or provide another benefit to the partnership.History:  2015 a. 295.
WI Stat § 178.0404 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 178 - Uniform partnership law.|178.0404 - Liability for contribution.

178.0404  Liability for contribution. (1) A person's obligation to make a contribution to a partnership is not excused by the person's death, disability, termination, or other inability to perform personally. (2) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the partnership to contribute money equal to the value of the part of the contribution which has not been made. (3) The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the partners. If a creditor of a limited liability partnership extends credit or otherwise acts in reliance on an obligation described in sub. (1) without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.History:  2015 a. 295.
WI Stat § 178.0405 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 178 - Uniform partnership law.|178.0405 - Sharing of and right to distributions before dissolution.

178.0405  Sharing of and right to distributions before dissolution. (1) Any distribution made by a partnership before its dissolution and winding up must be in equal shares among partners, except to the extent necessary to comply with a transfer effective under s. 178.0503 or charging order in effect under s. 178.0504. (2) Subject to s. 178.0701, a person has a right to a distribution before the dissolution and winding up of a partnership only if the partnership decides to make an interim distribution. (3) A person does not have a right to demand or receive a distribution from a partnership in any form other than money. Except as otherwise provided in s. 178.0806, a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions. (4) If a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the partnership with respect to the distribution. However, the partnership's obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as partner on whose account the distribution is made.History:  2015 a. 295.
WI Stat § 178.0407 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 178 - Uniform partnership law.|178.0407 - Liability for improper distributions by limited liability partnership.

178.0407  Liability for improper distributions by limited liability partnership. (1) Except as otherwise provided in sub. (2), if a partner of a limited liability partnership consents to a distribution made in violation of s. 178.0406 and in consenting to the distribution fails to comply with s. 178.0409, the partner is personally liable to the partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of s. 178.0406. (2) To the extent the partnership agreement of a limited liability partnership expressly relieves a partner of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other partners, the liability stated in sub. (1) applies to the other partners and not to the partner that the partnership agreement relieves of the authority and responsibility. (3) A person that receives a distribution knowing that the distribution violated s. 178.0406 is personally liable to the limited liability partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under s. 178.0406. (4) A person against which an action is commenced because the person is liable under sub. (1) may do any of the following:(a) Implead any other person that is liable under sub. (1) and seek to enforce a right of contribution from the person.(b) Implead any person that received a distribution in violation of sub. (3) and seek to enforce a right of contribution from the person in the amount the person received in violation of sub. (3). (5) An action under this section is barred unless commenced not later than 2 years after the distribution.History:  2015 a. 295.
WI Stat § 178.0409 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 178 - Uniform partnership law.|178.0409 - Standards of conduct for partners.

178.0409  Standards of conduct for partners. (1) A partner owes to the partnership and the other partners the duties of loyalty and care stated in subs. (2) and (3). (2) The fiduciary duty of loyalty of a partner includes all of the following duties:(a) The duty to account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in or from any of the following:1. The conduct or winding up of the partnership's business.2. A use by the partner of the partnership's property.3. The appropriation of a partnership opportunity.(b) The duty to refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a person having an interest adverse to the partnership.(c) The duty to refrain from competing with the partnership in the conduct of the partnership's business before the dissolution of the partnership. (3) The duty of care of a partner in the conduct or winding up of the partnership business is to refrain from engaging in conduct for which relief or exoneration from liability is not permitted under s. 178.0105 (3) (h). (4) A partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights thereunder consistently with the contractual 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 solely because the partner's conduct furthers the partner's own interest. (6) All the partners, or one or more disinterested partners with authority to act in the matter, may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a partner that otherwise would violate the duty of loyalty. (7) It is a defense to a claim under sub. (2) (b) and any comparable claim in equity or at common law that the transaction was fair to the partnership. (8) If, as permitted by sub. (6) or the partnership agreement, a partner enters into a transaction with the partnership which otherwise would be prohibited by sub. (2) (b), the partner's rights and obligations arising from the transaction are the same as those of a person that is not a partner.History:  2015 a. 295.
WI Stat § 178.0410 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 178 - Uniform partnership law.|178.0410 - Actions by partnership and partners.

178.0410  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, with or without an accounting as to partnership business, to enforce the partner's rights and protect the partner's interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship. (3) A right to an accounting on dissolution and winding up does not revive a claim barred by law.History:  2015 a. 295.
WI Stat § 178.0411 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 178 - Uniform partnership law.|178.0411 - Continuation of partnership beyond definite term or particular undertaking.

178.0411  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.History:  2015 a. 295.
WI Stat § 178.0501 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 178 - Uniform partnership law.|178.0501 - Partner not co-owner of partnership property.

178.0501  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.History:  2015 a. 295.
WI Stat § 178.0502 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 178 - Uniform partnership law.|178.0502 - Nature of transferable interest.

178.0502  Nature of transferable interest. A transferable interest is personal property.History:  2015 a. 295.
WI Stat § 178.0503 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 178 - Uniform partnership law.|178.0503 - Transfer of transferable interest.

178.0503  Transfer of transferable interest. (1) All of the following apply to a transfer, in whole or in part, of a transferable interest:(a) It is permissible.(b) It does not by itself cause a person's dissociation as a partner or a dissolution and winding up of the partnership business.(c) Subject to s. 178.0505, it does not entitle the transferee to do any of the following:1. Participate in the management or conduct of the partnership's business.2. Except as otherwise provided in sub. (3), have access to records or other information concerning the partnership's business. (2) A transferee has the 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 seek under s. 178.0801 (5) a judicial determination that it is equitable to wind up the partnership business. (3) In a dissolution and winding up of a partnership, a transferee is entitled to an account of the partnership's transactions only from the date of dissolution. (4) A partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer. (5) A transfer of a transferable interest in violation of a valid restriction on transfer contained in the partnership agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer. (6) Except as otherwise provided in s. 178.0601 (4) (b), if a partner transfers a transferable interest, the transferor retains the rights of a partner other than the transferable interest transferred and retains all the duties and obligations of a partner. (7) If a partner transfers a transferable interest to a person that becomes a partner with respect to the transferred interest, the transferee is liable for the partner's obligations under ss. 178.0404 and 178.0407 known to the transferee when the transferee becomes a partner.History:  2015 a. 295.A partner's interest in partnership property is assignable by inter vivos gift, provided the elements of such a gift are established. Estate of Schreiber, 68 Wis. 2d 135, 227 N.W.2d 917 (1992).