reglab/housing_qa huggingface dataset:
MS Code § 79-13-103 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 1 - General Provisions|§ 79-13-103. Effect of partnership agreement; nonwaivable provisions

 Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.   The partnership agreement may not:    Vary the rights and duties under Section 79-13-105 except to eliminate the duty to provide copies of statements to all of the partners;   Unreasonably restrict the right of access to books and records under Section 79-13-403(b);   Eliminate the duty of loyalty under Section 79-13-404(b) or 79-13-603(b)(3), but:   Unreasonably reduce the duty of care under Section 79-13-404(c) or 79-13-603(b)(3);   Eliminate the obligation of good faith and fair dealing under Section 79-13-404(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;   Vary the power to dissociate as a partner under Section 79-13-602(a), except to require the notice under Section 79-13-601(1) to be in writing;   Vary the right of a court to expel a partner in the events specified in Section 79-13-601(5);   Vary the requirement to wind up the partnership business in cases specified in Section 79-13-801(4), (5), or (6);   Vary the law applicable to a limited liability partnership under Section 79-13-106(b); or   Restrict rights of third parties under this chapter.    The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or   All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
MS Code § 79-13-104 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 1 - General Provisions|§ 79-13-104. Supplemental principles of law

 Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.   If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Section 75-17-1(1), Mississippi Code of 1972.
MS Code § 79-13-105 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 1 - General Provisions|§ 79-13-105. Execution, filing, and recording of statements

 A statement may be filed in the Office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the Office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.   A certified copy of a statement that has been filed in the Office of the Secretary of State and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the Office of the Secretary of State does not have the effect provided for recorded statements in this chapter.   A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.   A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.   A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.   The Secretary of State shall charge and collect fees in the amounts specified for the following purposes:   Filing of Statement of Qualification or Statement of Foreign Qualification - Two Hundred Fifty Dollars ($250.00).   Filing of Certificate Correcting or Amending a Statement of Qualification or Statement of Foreign Qualification - Fifty Dollars ($50.00).   Filing of Certificate of Cancellation of Statement of Qualification or Statement of Foreign Qualification - Twenty-five Dollars ($25.00).   Any other statement required or permitted to be filed by this chapter - Twenty-five Dollars ($25.00).   The Secretary of State shall have the powers reasonably necessary to perform the duties required of him under the provisions of this chapter.
MS Code § 79-13-106 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 1 - General Provisions|§ 79-13-106. Governing law

 Except as otherwise provided in subsection (b), the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.   The law of this state governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.
MS Code § 79-13-107 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 1 - General Provisions|§ 79-13-107. Partnership subject to amendment or repeal of chapter

 A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
MS Code § 79-13-201 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 2 - Nature of Partnership|§ 79-13-201. Partnership as entity

 A partnership is an entity distinct from its partners.   A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under Section 79-13-1001.
MS Code § 79-13-202 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 2 - Nature of Partnership|§ 79-13-202. Formation of partnership

 Except as otherwise provided in subsection (b), the association of two or more persons to carry on as co-owners of a business for profit forms a partnership, whether or not the persons intend to form a partnership.   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.   In determining whether a partnership is formed, the following rules apply:    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.   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.   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:    Of a debt by installments or otherwise;   For services as an independent contractor or of wages or other compensation to an employee;   Of rent;   Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;   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, or rights to income, proceeds, or increase in value derived from the collateral; or   For the sale of the goodwill of a business or other property by installments or otherwise.
MS Code § 79-13-203 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 2 - Nature of Partnership|§ 79-13-203. Partnership property

 Property acquired by a partnership is property of the partnership and not of the partners individually.
MS Code § 79-13-204 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 2 - Nature of Partnership|§ 79-13-204. When property is partnership property

 Property is partnership property if acquired in the name of:    The partnership; or   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.    Property is acquired in the name of the partnership by a transfer to:   The partnership in its name; or   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.   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.   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.
MS Code § 79-13-301 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 3 - Relations of Partners to Persons Dealing with Partnership|§ 79-13-301. Partner agent of partnership

 Subject to the effect of a statement of partnership authority under Section 79-13-303:    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.   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.
MS Code § 79-13-302 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 3 - Relations of Partners to Persons Dealing with Partnership|§ 79-13-302. Transfer of partnership property

 Partnership property may be transferred as follows:    Subject to the effect of a statement of partnership authority under Section 79-13-303, 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.   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.   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.    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 79-13-301 and:   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   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.   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.   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.
MS Code § 79-13-304 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 3 - Relations of Partners to Persons Dealing with Partnership|§ 79-13-304. Statement of denial

 A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to Section 79-13-303(b) 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 79-13-303(d) and (e).
MS Code § 79-13-305 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 3 - Relations of Partners to Persons Dealing with Partnership|§ 79-13-305. Partnership liable for partner's actionable conduct

 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.   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.
MS Code § 79-13-306 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 3 - Relations of Partners to Persons Dealing with Partnership|§ 79-13-306. Partner's liability

 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.   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.   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 under Section 79-13-1001(b).
MS Code § 79-13-307 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 3 - Relations of Partners to Persons Dealing with Partnership|§ 79-13-307. Actions by and against partnership and partners

 A partnership may sue and be sued in the name of the partnership.   An action may be brought against the partnership and, to the extent not inconsistent with Section 79-13-306, any or all of the partners in the same action or in separate actions.   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.   A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under Section 79-13-306 and:    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;   The partnership is a debtor in bankruptcy;   The partner has agreed that the creditor need not exhaust partnership assets;   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   Liability is imposed on the partner by law or contract independent of the existence of the partnership.    This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under Section 79-13-308.
MS Code § 79-13-308 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 3 - Relations of Partners to Persons Dealing with Partnership|§ 79-13-308. Liability of purported partner

 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.   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.   A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.   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 partner's dissociation from the partnership.   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.
MS Code § 79-13-401 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 4 - Relations of Partners to Each Other and to Partnership|§ 79-13-401. Partner's rights and duties

 Each partner is deemed to have an account that is:    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   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.    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.   A partnership shall reimburse a partner for paymentsmade 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.   A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.   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.   Each partner has equal rights in the management and conduct of the partnership business.   A partner may use or possess partnership property only on behalf of the partnership.   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.   Except as provided in Article 9 of this chapter or the Mississippi Entity Conversion and Domestication Act, a person may become a partner only with the consent of all of the partners.   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.   This section does not affect the obligations of a partnership to other persons under Section 79-13-301.
MS Code § 79-13-402 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 4 - Relations of Partners to Each Other and to Partnership|§ 79-13-402. Distributions in kind

 A partner has no right to receive, and may not be required to accept, a distribution in kind.