reglab/housing_qa huggingface dataset:
15 PA Cons Stat § 8417 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8417 - Amendment and effect of partnership agreement

§ 8417. Amendment and effect of partnership agreement. (a) Approval of amendments.--A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. See section 8441(j) (relating to partner's rights and duties).  (b) Obligations to nonpartners.--The obligations of a partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Except as provided in section 8445(d) (relating to sharing of and right to distribution before dissolution) or in a court order issued under section 8454(b)(2) (relating to charging order) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:  (1) is effective with regard to any debt, obligation or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and  (2) is not effective to the extent the amendment: (i) imposes a new debt, obligation or other liability on the transferee or person dissociated as a partner; or  (ii) prejudices the rights under section 8471 (relating to purchase of interest of person dissociated as partner) of a person that dissociated as a partner before the amendment was made.  (c) Provisions in filed documents.--If a document delivered by a partnership to the department for filing becomes effective and contains a provision that would be ineffective under section 8415(c) or (d)(3) (relating to contents of partnership agreement) if contained in the partnership agreement, the provision is ineffective in the document.  (d) Conflicts with partnership agreement.--Subject to subsection (c), if a document delivered by a partnership to the department for filing becomes effective and conflicts with a provision of the partnership agreement:  (1) the agreement prevails as to partners, persons dissociated as partners and transferees; and  (2) the document prevails as to other persons to the extent they reasonably rely on the document.  (e) Prohibition of oral amendments.--If a provision of a partnership agreement in record form provides that the partnership agreement cannot be amended, modified or rescinded except in record form, an oral agreement, amendment, modification or rescission shall not be enforceable.    Cross References. Section 8417 is referred to in section 8415 of this title.
15 PA Cons Stat § 8418 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8418 - Signing of filed documents

§ 8418. Signing of filed documents. (a) Required signatures.--Except as provided in this title, a document delivered to the department for filing under this title relating to a partnership must be signed as follows:  (1) Except as provided under paragraphs (2) and (3), a document signed on behalf of a partnership must be signed by a person authorized by the partnership.  (2) A document filed on behalf of a dissolved partnership that has no partner must be signed by the person winding up the partnership's business under section 8482(c) (relating to winding up and filing of certificates) or a person appointed under section 8482(d) to wind up the business.  (3) A certificate of denial by a person under section 8434 (relating to certificate of denial) must be signed by that person.  (4) Any other document delivered on behalf of a person to the department for filing must be signed by that person.  (b) Cross reference.--See section 142 (relating to effect of signing filings).    Cross References. Section 8418 is referred to in sections 8433, 8434, 8474, 8482 of this title.
15 PA Cons Stat § 8419 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8419 - Liability of general partner or other person for false or missing information in filed document

§ 8419. Liability of general partner or other person for false or missing information in filed document. (a) General rule.--If a document delivered to the department for filing under this title and filed by the department contains a materially false statement or fails to state a material fact required to be stated, a person that suffers loss by reasonable reliance on the statement or failure to state a material fact may recover damages for the loss from:  (1) a person that signed the document or caused another to sign it on the person's behalf and knew there was false or missing information in the document at the time it was signed; and  (2) subject to subsection (b), a partner if: (i) the document was delivered for filing on behalf of the partnership; and (ii) the partner knew or had notice there was false or missing information for a reasonably sufficient time before the document was relied upon so that, before the reliance, the partner reasonably could have:  (A) filed a petition under section 144 (relating to signing and filing pursuant to judicial order); or  (B) delivered to the department for filing a statement of correction under section 138 (relating to statement of correction) or a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness).  (b) Partner relieved of responsibility.--To the extent the partnership agreement expressly relieves a partner of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the partnership to the department for filing under this title and imposes that responsibility on one or more other partners, the liability stated in subsection (a)(2) applies to those other partners and not to the partner that the partnership agreement relieves of the responsibility.  (c) Cross reference.--See section 143 (relating to liability for inaccurate information in filing).
15 PA Cons Stat § 8421 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8421 - Partnership as entity

§ 8421. Partnership as entity. (a) General rule.--A partnership is an entity distinct from its partners.  (b) Limited liability partnership.--A partnership is the same entity regardless of whether the partnership has a statement of registration in effect under section 8201 (relating to scope).
15 PA Cons Stat § 8422 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8422 - Formation of partnership

§ 8422. Formation of partnership. (a) General rule.--Except as provided in subsection (b), the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.  (b) Excluded associations.--An association formed under a statute other than this chapter, a predecessor statute or a comparable statute of another jurisdiction is not a partnership under this chapter.  (c) Rules for determining formation of partnership.--In determining whether a partnership is formed, the following rules apply:  (1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.  (2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.  (3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:  (i) of a debt by installments or otherwise; (ii) for services as an independent contractor or of wages or other compensation to an employee;  (iii) of rent; (iv) of an annuity or other retirement or health benefit to a deceased or retired partner or a beneficiary, representative or designee of a deceased or retired partner;  (v) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, rights to income, proceeds or increase in value derived from the collateral; or  (vi) for the sale of the goodwill of a business or other property by installments or otherwise. (d) Cross reference.--See section 8416(c) (relating to application of partnership agreement).    Cross References. Section 8422 is referred to in sections 102, 8416, 8442 of this title.
15 PA Cons Stat § 8423 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8423 - Partnership property

§ 8423. Partnership property. Property owned by a partnership is partnership property and is not owned by the partners individually.
15 PA Cons Stat § 8424 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8424 - When property is partnership property

§ 8424. When property is partnership property. (a) General rule.--Property is owned by a partnership and not by the partners individually if the property is acquired in the name of:  (1) the partnership by a transfer to: (i) the partnership in its name; or (ii) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property; or  (2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.  (b) Property purchased with partnership assets.--Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.  (c) Property acquired in name of partner.--Property acquired in the name of one or more of the partners is presumed to be separate property owned by the individual partner or partners, even if used for partnership purposes, if the property is acquired without:  (1) an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership; and  (2) use of partnership assets.
15 PA Cons Stat § 8431 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8431 - Partner agent of partnership

§ 8431. Partner agent of partnership. Subject to the effect of a certificate of partnership authority under section 8433 (relating to certificate of partnership authority), the following rules apply:  (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the signing of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner did not have authority to act for the partnership in the particular matter and the person with which the partner was dealing knew or had notice that the partner lacked authority.  (2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership's business or business of the kind carried on by the partnership binds the partnership only if the partner had actual authority to take the action.    Cross References. Section 8431 is referred to in sections 8432, 8472, 8484 of this title.
15 PA Cons Stat § 8432 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8432 - Transfer of partnership property

§ 8432. Transfer of partnership property. (a) General rule.--Partnership property may be transferred as follows:  (1) Subject to the effect of a certificate of partnership authority under section 8433 (relating to certificate of partnership authority), partnership property held in the name of the partnership may be transferred by an instrument of transfer signed by a partner in the partnership name.  (2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer signed by the persons in whose name the property is held.  (3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer signed by the persons in whose name the property is held.  (b) Recovery of property by partnership.--A partnership may recover partnership property from a transferee only if it proves that the signing of the instrument of initial transfer did not bind the partnership under section 8431 (relating to partner agent of partnership) and:  (1) as to a subsequent transferee who gave value for property transferred under subsection (a)(1) or (2), proves that the subsequent transferee knew or had notice that the person who signed the instrument of initial transfer lacked authority to bind the partnership; or  (2) as to a transferee who gave value for property transferred under subsection (a)(3), proves that the transferee knew or had notice that the property was partnership property and that the person who signed the instrument of initial transfer lacked authority to bind the partnership.  (c) Subsequent transferees.--A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property under subsection (b) from any earlier transferee of the property.  (d) Sole partner.--If one person holds all the interests in a partnership, all the partnership property vests in that person. The person may sign a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
15 PA Cons Stat § 8434 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8434 - Certificate of denial

§ 8434. Certificate of denial. (a) General rule.--A person named in a filed certificate of authority granting that person authority may deliver to the department for filing a certificate of denial that:  (1) provides the name of the partnership and: (i) if the partnership is not a registered foreign limited liability partnership, the street and mailing addresses of its principal office; or  (ii) if the partnership is a registered foreign limited liability partnership, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office;  (2) states the caption of the certificate of authority to which the certificate of denial pertains; and  (3) denies the grant of authority. (b) Cross references.--See:  Section 134 (relating to docketing statement). Section 135 (relating to requirements to be met by filed documents). Section 136(c) (relating to processing of documents by Department of State). Section 8418 (relating to signing of filed documents).   Cross References. Section 8434 is referred to in sections 8418, 8433, 8636 of this title.
15 PA Cons Stat § 8435 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8435 - Partnership liable for partner's actionable conduct

§ 8435. Partnership liable for partner's actionable conduct. (a) General rule.--A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with the actual or apparent authority of the partnership.  (b) Misapplication of property.--If, in the course of the partnership's business or while acting with actual or apparent authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner and the money or property is misapplied by a partner, the partnership is liable for the loss.
15 PA Cons Stat § 8436 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8436 - Partner's liability

§ 8436. Partner's liability. (a) General rule.--Except as provided in subsection (b) or section 8204 (relating to limitation on liability of partners), all partners are jointly and severally liable for all debts, obligations and other liabilities of the partnership unless otherwise agreed by the claimant or provided by law.  (b) Preexisting liabilities.--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.    Cross References. Section 8436 is referred to in sections 8241, 8242, 8244, 8437 of this title.
15 PA Cons Stat § 8437 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8437 - Actions by and against partnership and partners

§ 8437. Actions by and against partnership and partners. (a) Partnership as party.--A partnership may sue and be sued in the name of the partnership.  (b) Partner as party.--To the extent not inconsistent with section 8436 (relating to partner's liability), a partner may be joined in an action against the partnership or named in a separate action.  (c) Judgment against partnership only.--A judgment against a partnership:  (1) is not by itself a judgment against a partner; and (2) except as provided in subsection (d), may not be satisfied from a partner's assets. (d) Judgment against partnership and partner.--If there is a judgment against a partnership and a partner on the same claim, the judgment creditor may levy execution against the assets of the partner if both of the following apply:  (1) The partner is personally liable for the claim under section 8436. (2) One of the following subparagraphs applies: (i) A writ of execution on the judgment against the partnership has been returned unsatisfied in whole or in part.  (ii) The partnership is a debtor in bankruptcy. (iii) The partner has agreed that the creditor need not exhaust partnership assets. (iv) A court grants permission to levy execution based on a finding that: (A) partnership assets subject to execution are clearly insufficient to satisfy the judgment; (B) exhaustion of partnership assets is excessively burdensome; or (C) the grant of permission is an appropriate exercise of the court's equitable powers. (v) Liability is imposed on the partner by law or contract independent of the existence of the partnership.  (e) Liability for representations.--This section also applies to any debt, liability or other obligation of a partnership which results from a representation by a partner or purported partner under section 8438 (relating to liability of purported partner).  (f) Cross reference.--See section 8415(c)(8) (relating to contents of partnership agreement).    Cross References. Section 8437 is referred to in section 8415 of this title.
15 PA Cons Stat § 8438 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8438 - Liability of purported partner

§ 8438. Liability of purported partner. (a) General rule.--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 jointly and severally liable, with any other person consenting to the representation, with respect to that liability.  (b) Authority of purported partner.--If a person is represented in the manner described in subsection (a) 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.  (c) Effect of certificate of partnership authority.--A person is not liable as a partner merely because the person is named by another as a partner in a certificate of partnership authority.  (d) No effect of failure to disclaim authority.--A person does not continue to be liable as a partner merely because of a failure to file a certificate of dissociation or to amend a certificate of partnership authority to indicate the person's dissociation as a partner.  (e) Nonliability of persons not partners.--Except as provided in subsections (a) and (b), persons who are not partners as to each other are not liable as partners to other persons.    Cross References. Section 8438 is referred to in section 8437 of this title.
15 PA Cons Stat § 8442 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8442 - Becoming a partner

§ 8442. Becoming a partner. (a) Upon formation.--Upon formation of a partnership, a person becomes a partner under section 8422(a) (relating to formation of partnership).  (b) After formation.--After formation of a partnership, a person becomes a partner:  (1) as provided in the partnership agreement; (2) as a result of a transaction effective under Chapter 3 (relating to entity transactions); or  (3) with the affirmative vote or consent of all the partners. (c) Noneconomic partners.--A person may become a partner without:  (1) acquiring a transferable interest; or (2) making or being obligated to make a contribution to the partnership. (d) Nature of interest.--The interest of a partner in a partnership is personal property.    Cross References. Section 8442 is referred to in sections 102, 8412 of this title.