reglab/housing_qa huggingface dataset:
HI Rev Stat § 425-111 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-111 When property is partnership property.

 §425-111 When property is partnership property. (a) Property is partnership property if acquired in the name of:  (1) The partnership; 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 is acquired in the name of the partnership by a transfer to:  (1) The partnership in its name; or  (2) 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.  (c) 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.  (d) Property acquired in the name of one or more of the partners, without 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 without use of partnership assets, is presumed to be separate property, even if used for partnership purposes. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-112 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-112 Partner agent of partnership.

 §425-112 Partner agent of partnership. Subject to the effect of a partnership registration statement under section 425-1:  (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution 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 had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.  (2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-113 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-113 Transfer of partnership property.

 §425-113 Transfer of partnership property. (a) Partnership property may be transferred as follows:  (1) Subject to the effect of a partnership registration statement filed under section 425-1, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed 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 executed 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 executed by the persons in whose name the property is held.  (b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 425-112 and:  (1) As to a subsequent transferee who gave value for property transferred under subsection (a)(1) and (2), proves that the subsequent transferee knew or had received a notification that the person who executed 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 received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.  (c) 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) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-114 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-114 Partnership registration statement.

 §425-114 Partnership registration statement. (a) A filed registration statement supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:  (1) Except for transfers of real property, a grant of authority contained in a filed registration statement is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in the filed registration statement. A filed cancellation of a limitation on authority revives the previous grant of authority.  (2) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed registration statement recorded in the office for recording transfers of that real property is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the bureau of conveyances of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.  (b) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed registration statement containing the limitation on authority is of record in the bureau of conveyances.  (c) Except as otherwise provided in subsections (a) and (b) and sections 425-136 and 425-142, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed registration statement. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-115 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-115 Statement of denial.

  §425-115 Statement of denial. A partner or other person named as a partner in a filed statement of partnership authority may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in section 425-114(a) and (b). [L 1999, c 284, pt of §1]
HI Rev Stat § 425-116 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-116 Partnership liable for partner's actionable conduct.

 §425-116 Partnership liable for partner's actionable conduct. (a) 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 omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.  (b) If, in the course of the partnership's business or while acting with 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. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-117 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-117 Partner's liability.

 §425-117 Partner's liability. (a) Except as otherwise provided in subsections (b) and (c), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.  (b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.  (c) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-118 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-118 Actions by and against partnership and partners.

  §425-118 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 425-117, 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 shall not be satisfied from a partner's assets unless there is also a judgment against the partner.  (d) A judgment creditor of a partner shall 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 425-117 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 425-119. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-119 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-119 Liability of purported partner.

  §425-119 Liability of purported partner. (a) If a person, by word 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.  (b) 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 of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of 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) Except as otherwise provided in subsections (a) and (b), persons who are not partners as to each other are not liable as partners to other persons. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-120 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-120 Partner's rights and duties.

 §425-120 Partner's rights and duties. (a) Each partner is deemed to have an account that is:  (1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and  (2) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.  (b) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.  (c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.  (d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.  (e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) constitutes a loan to the partnership which accrues interest from the date of the payment or advance.  (f) Each partner has equal rights in the management and conduct of the partnership business.  (g) A partner may use or possess partnership property only on behalf of the partnership.  (h) 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.  (i) A person may become a partner only with the consent of all of the partners.  (j) 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 and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.  (k) This section does not affect the obligations of a partnership to other persons under section 425-112. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-121 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-121 Distributions in kind.

 §425-121 Distributions in kind. A partner has no right to receive, and shall not be required to accept, a distribution in kind. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-122 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-122 Partner's rights and duties with respect to information.

 §425-122 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 this part; 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. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-123 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-123 General standards of partner's conduct.

 §425-123 General standards of partner's conduct. (a) 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).  (b) A partner's duty of loyalty to the partnership and the other partners is limited to the following:  (1) 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;  (2) 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  (3) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.  (c) 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.  (d) A partner shall discharge the duties to the partnership and the other partners under this part or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.  (e) A partner does not violate a duty or obligation under this part or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.  (f) 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.  (g) 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. [L 1999, c 284, pt of §1] Case Notes  Partners in a joint venture have a statutory duty of loyalty and good faith to refrain from self-dealing; a breach of fiduciary duty in this context is not barred by the economic loss rule because the duty arises not only from the contract but also from partnership principles. 780 F. Supp. 2d 1061 (2011).
HI Rev Stat § 425-124 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-124 Actions by partnership and partners.

 §425-124 Actions by partnership and partners. (a) 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.  (b) 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:  (1) Enforce the partner's rights under the partnership agreement;  (2) Enforce the partner's rights under this part, including:  (A) The partner's rights under section 425-120, 425-122, or 425-123;  (B) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 425-133 or enforce any other right under sections 425-130 to 425-132 or sections 425-133 to 425-137; or  (C) The partner's right to compel a dissolution and winding up of the partnership business or enforce any other right under sections 425-138 to 425-144; or  (3) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.  (c) 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. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-125 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-125 Continuation of partnership beyond definite term or particular undertaking.

 §425-125 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. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-126 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-126 Partner not co-owner of partnership property.

 §425-126 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. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-127 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-127 Partner's transferable interest in partnership.

 §425-127 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. [L 1999, c 284, pt of §1]