reglab/housing_qa huggingface dataset:
6 DE Code § 15-308. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter III. Relations of Partners to Persons Dealing With Partnership|§ 15-308. Liability of purported partner.

§ 15-308. Liability of purported partner. (a) 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 1 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 a partnership obligation results, the purported partner is liable with respect to that obligation as if the purported partner were a partner. If no partnership obligation results, the purported partner is liable with respect to that obligation jointly and severally with any other person consenting to the representation. In the case of a limited liability partnership, a person's liability under § 15-308(a) of this title is subject to § 15-306 of this title as if the person were a partner in the limited liability partnership. (b) If a person is thus represented to be a partner in an existing partnership, or with 1 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) A person is not liable as a partner merely because the person is named by another in a statement of partnership existence. (d) 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 existence to indicate the partner's dissociation from the partnership. (e) Except as otherwise provided in subsections (a) and (b) of this section, persons who are not partners as to each other are not liable as partners to other persons. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-309. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter III. Relations of Partners to Persons Dealing With Partnership|§ 15-309. Limitations on distribution.

§ 15-309. Limitations on distribution. (a) A limited liability partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability partnership, other than liabilities to partners on account of their economic interests and liabilities for which the recourse of creditors is limited to specified property of the limited liability partnership, exceed the fair value of the assets of the limited liability partnership, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited liability partnership only to the extent that the fair value of that property exceeds that liability. For purposes of this subsection, the term “distribution” shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program. (b) A partner of a limited liability partnership who receives a distribution in violation of subsection (a) of this section, and who knew at the time of the distribution that the distribution violated subsection (a) of this section, shall be liable to the partnership for the amount of the distribution. A partner of a limited liability partnership who receives a distribution in violation of subsection (a) of this section, and who did not know at the time of the distribution that the distribution violated subsection (a) of this section, shall not be liable for the amount of the distribution. Subject to subsection (c) of this section, this subsection (b) of this section shall not affect any obligation or liability of a partner of a limited liability partnership under an agreement or other applicable law for the amount of a distribution. (c) Unless otherwise agreed, a partner of a limited liability partnership who receives a distribution from a partnership shall have no liability under this chapter or other applicable law for the amount of the distribution after the expiration of three years from the date of the distribution. 72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  15;
6 DE Code § 15-402. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter IV. Relations of Partners to Each Other and to Partnership|§ 15-402. Distributions in kind.

§ 15-402. Distributions in kind. A partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from a partnership in kind. A partner may not be compelled to accept a distribution of any asset in kind from a partnership to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the partnership. A partner may be compelled to accept a distribution of any asset in kind from a partnership to the extent that the percentage of the asset distributed to the partner is equal to a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the partnership. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-404. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter IV. Relations of Partners to Each Other and to Partnership|§ 15-404. General standards of partner's conduct.

§ 15-404. 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) of this section. (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 or winding up of the partnership business or affairs 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 or affairs 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 or affairs 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 or affairs is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (d) 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. (e) A partner may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume 1 or more specific obligations of, provide collateral for and transact other business with, the partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner. (f) This section applies to a person winding up the partnership business or affairs as the personal or legal representative of the last surviving partner as if the person were a partner. 72 Del. Laws, c. 151, §  1;  74 Del. Laws, c. 266, §  5;
6 DE Code § 15-405. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter IV. Relations of Partners to Each Other and to Partnership|§ 15-405. Actions by partnership and partners; derivative actions.

§ 15-405. Actions by partnership and partners; derivative actions. (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 chapter, including:  (i) The partner's rights under § 15-401, § 15-403 or § 15-404 of this title; (ii) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to § 15-701 of this title or enforce any other right under subchapter VI or VII of this chapter; or (iii) The partner's right to compel a dissolution and winding up of the partnership business under § 15-801 of this title or enforce any other right under subchapter VIII of this chapter; 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. (d) A partner may bring a derivative action in the Court of Chancery in the right of a partnership to recover a judgment in the partnership's favor. (e) In a derivative action, the plaintiff must be a partner at the time of bringing the action and:  (1) At the time of the transaction of which the partner complains; or (2) The partner's status as a partner had devolved upon the partner by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction. (f) In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by the partnership or the reason for not making the effort. (g) If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from any recovery in any such action or from a partnership. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-406. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter IV. Relations of Partners to Each Other and to Partnership|§ 15-406. Continuation of partnership beyond definite term or particular undertaking.

§ 15-406. 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 or affairs during the term or undertaking, continue the business or affairs without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-408. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter IV. Relations of Partners to Each Other and to Partnership|§ 15-408. Remedies for breach of partnership agreement.

§ 15-408. Remedies for breach of partnership agreement. A partnership agreement may provide that (i) a partner who fails to perform in accordance with, or to comply with the terms and conditions of, the partnership agreement shall be subject to specified penalties or specified consequences, and (ii) at the time or upon the happening of events specified in the partnership agreement, a partner shall be subject to specified penalties or specified consequences. Such specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in § 15-207(b) of this title. 72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  17;  73 Del. Laws, c. 85, §  11;
6 DE Code § 15-501. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter V. Transferees and Creditors of Partner|§ 15-501. Partner not co-owner of partnership property.

§ 15-501. Partner not co-owner of partnership property. Unless otherwise provided in a statement of partnership existence or a statement of qualification and in a partnership agreement, a partner is not a co-owner of partnership property and has no interest in specific partnership property. 72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  18;  77 Del. Laws, c. 59, §  9;
6 DE Code § 15-502. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter V. Transferees and Creditors of Partner|§ 15-502. Partner's economic interest in partnership; personal property.

§ 15-502. Partner's economic interest in partnership; personal property. A partnership interest is personal property. Only a partner's economic interest may be transferred. 72 Del. Laws, c. 151, §  1;
6 DE Code § 15-503. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter V. Transferees and Creditors of Partner|§ 15-503. Transfer of partner's economic interest.

§ 15-503. Transfer of partner's economic interest. (a) A transfer, in whole or in part, of a partner's economic interest in the partnership:  (1) Is permissible; (2) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business or affairs; and (3) Does not entitle the transferee to participate in the management or conduct of the partnership business or affairs, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records. (b) A transferee of a partner's economic interest in the partnership has a right:  (1) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) To receive upon the dissolution and winding up of the partnership business or affairs, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (3) To seek under § 15-801(6) of this title a judicial determination that it is equitable to wind up the partnership business or affairs. (c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners. (d) Upon transfer, the transferor retains the rights and duties of a partner other than the economic interest transferred. (e) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer. Upon request of a partnership or a partner, a transferee must furnish reasonable proof of a transfer. (f) A transfer of a partner's economic interest in the partnership in violation of a restriction on transfer contained in a partnership agreement is ineffective. (g) Notwithstanding anything to the contrary under applicable law, a partnership agreement may provide that a partner's economic interest may not be transferred prior to the dissolution and winding up of the partnership. (h) A partnership interest in a partnership may be evidenced by a certificate of partnership interest issued by the partnership. A partnership agreement may provide for the transfer of any partnership interest represented by such a certificate and make other provisions with respect to such certificates. A partnership shall not have the power to issue a certificate of partnership interest in bearer form. (i) Except to the extent assumed by agreement, until a transferee of a partnership interest becomes a partner, the transferee shall have no liability as a partner solely as a result of the transfer. (j) A partnership may acquire, by purchase, redemption or otherwise, any partnership interest or other interest of a partner in the partnership. Any such interest so acquired by the partnership shall be deemed canceled. 72 Del. Laws, c. 151, §  1;  73 Del. Laws, c. 85, §  12;  76 Del. Laws, c. 106, §  10;
6 DE Code § 15-504. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter V. Transferees and Creditors of Partner|§ 15-504. Partner's economic interest subject to charging order.

§ 15-504. Partner's economic interest subject to charging order. (a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the economic interest of the judgment debtor to satisfy the judgment. To the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise have been entitled in respect of such economic interest. (b) A charging order constitutes a lien on the judgment debtor's economic interest in the partnership. (c) This chapter does not deprive a partner or a partner's transferee of a right under exemption laws with respect to the judgment debtor's economic interest in the partnership. (d) The entry of a charging order is the exclusive remedy by which a judgment creditor of a partner or of a partner's transferee may satisfy a judgment out of the judgment debtor's economic interest in the partnership and attachment, garnishment, foreclosure or other legal or equitable remedies are not available to the judgment creditor. (e) No creditor of a partner or of a partner's transferee shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the partnership. (f) The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any such charging order. 72 Del. Laws, c. 151, §  1;  72 Del. Laws, c. 390, §  19;  75 Del. Laws, c. 50, §§  5-11;  79 Del. Laws, c. 75, §  1;
6 DE Code § 15-602. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter VI. Partner’s Dissociation|§ 15-602. Partner's power to dissociate; wrongful dissociation.

§ 15-602. 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 § 15-601(1) of this title. (b) A partner's dissociation is wrongful only if any of the following apply:  (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 if any of the following apply:  (i) The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under § 15-601(6) through (12) of this title or wrongful dissociation under this subsection; (ii) The partner is expelled by judicial determination under § 15-601(5) of this title; (iii) The partner is dissociated under § 15-601(6) of this title; or (iv) In the case of a partner who is not an individual, trust (other than a statutory trust), or estate, the partner is expelled or otherwise dissociated because it wilfully 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. Such liability is in addition to any other obligation of the partner to the partnership or to the other partners. 72 Del. Laws, c. 151, §  1;  73 Del. Laws, c. 329, §  13;
6 DE Code § 15-603. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter VI. Partner’s Dissociation|§ 15-603. Effect of partner's dissociation.

§ 15-603. Effect of partner's dissociation. (a) If a partner's dissociation results in a dissolution and winding up of the partnership business, subchapter VIII of this chapter applies; otherwise, subchapter VII of this chapter 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 § 15-803 of this title; (2) the partner's duty of loyalty under § 15-404(b)(3) of this title terminates; and (3) the partner's duty of loyalty under § 15-404(b)(1) and (2) of this title and duty of care under § 15-404(c) of this title 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 § 15-803 of this title.72 Del. Laws, c. 151, §  1;
6 DE Code § 15-702. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 15. Delaware Revised Uniform Partnership Act|Subchapter VII. Partner’s Dissociation When Business or Affairs Not Wound Up|§ 15-702. Dissociated partner's power to bind and liability to partnership.

§ 15-702. Dissociated partner's power to bind and liability to partnership. (a) For one year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under subchapter IX of this chapter, is bound by an act of the dissociated partner which would have bound the partnership under § 15-301 of this title 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 and reasonably relied on such belief in entering into the transaction; (2) Did not have notice of the partner's dissociation; and (3) Is not deemed to have had knowledge under § 15-303(c) of this title or notice under § 15-704(c) of this title. (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) of this section. 72 Del. Laws, c. 151, §  1;