reglab/housing_qa huggingface dataset:
Ohio Rev Code § 1776.52 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1776 | Ohio Uniform Partnership Act|Section 1776.52 | Partner's Power to Dissociate - Wrongful Dissociation.

Effective: August 6, 2008|Latest Legislation:  House Bill 332 - 127th General Assembly|(A) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to division (A) of section 1776.51 of the Revised Code. (B) A partner's dissociation is wrongful only if either of the following applies to that dissociation:(1) It is in breach of an express provision of the partnership agreement.(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 applies:(a) The partner withdraws by express will, unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under divisions (F) to (J) of section 1776.51 of the Revised Code or wrongful dissociation under division (B) of this section;(b) The partner is expelled by a determination by a tribunal under division (E) of section 1776.51 of the Revised Code.(c) The partner is dissociated by becoming a debtor in bankruptcy.(d) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully 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. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
Ohio Rev Code § 1776.53 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1776 | Ohio Uniform Partnership Act|Section 1776.53 | Effect of Partner's Dissociation.

Effective: August 6, 2008|Latest Legislation:  House Bill 332 - 127th General Assembly|(A) If a partner's dissociation results in a dissolution and winding up of the partnership business, sections 1776.61 to 1776.67 of the Revised Code apply. Otherwise, sections 1776.54 to 1776.58 of the Revised Code apply. (B) Upon a partner's dissociation, all of the following apply:(1) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 1776.63 of the Revised Code;(2) The partner's duty of loyalty under division (B)(3) of section 1776.44 of the Revised Code terminates;(3) The partner's duty of loyalty under divisions (B)(1) and (2) of section 1776.44 of the Revised Code and duty of care under division (C) of section 1776.44 of the Revised Code 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 section 1776.63 of the Revised Code.
Ohio Rev Code § 1776.55 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1776 | Ohio Uniform Partnership Act|Section 1776.55 | Dissociated Partner's Power to Bind and Liability to Partnership.

Effective: August 6, 2008|Latest Legislation:  House Bill 332 - 127th General Assembly|(A) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under section 1776.68 of the Revised Code, is bound by any act of the dissociated partner that would have bound the partnership under section 1776.31 of the Revised Code before dissociation only if, at the time of entering into the transaction all of the following were true: (1) The other party reasonably believed that the dissociated partner was then a partner.(2) The other party did not have notice of the partner's dissociation.(3) The other party is not deemed to have had knowledge under division (E) of section 1776.33 of the Revised Code or notice under division (C) of section 1776.57 of the Revised Code.(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 division (A) of this section.
Ohio Rev Code § 1776.56 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1776 | Ohio Uniform Partnership Act|Section 1776.56 | Dissociated Partner's Liability to Other Persons.

Effective: August 6, 2008|Latest Legislation:  House Bill 332 - 127th General Assembly|(A) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in division (B) of this section. (B) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under sections 1776.68 to 1776.79 of the Revised Code, within two years after the partner's dissociation, only if pursuant to section 1776.36 of the Revised Code the partner would have been liable for the obligation if the transaction had been entered into while the person was a partner and, at the time of entering into the transaction, all of the following were true:(1) The other party reasonably believed that the dissociated partner was then a partner and reasonably relied on that belief in entering into the transaction.(2) The other party did not have notice of the partner's dissociation.(3) The other party is not deemed to have had knowledge under division (E) of section 1776.33 of the Revised Code or notice under division (C) of section 1776.57 of the Revised Code.(C) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.(D) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
Ohio Rev Code § 1776.57 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1776 | Ohio Uniform Partnership Act|Section 1776.57 | Statement of Dissociation.

Effective: August 6, 2008|Latest Legislation:  House Bill 332 - 127th General Assembly|(A) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (B) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of divisions (D) and (E) of section 1776.33 of the Revised Code.(C) For the purposes of division (A)(3) of section 1776.55 and division (B)(3) of section 1776.56 of the Revised Code, a person not a partner is deemed to have notice of a dissociation ninety days after a statement of dissociation is filed.
Ohio Rev Code § 1776.58 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1776 | Ohio Uniform Partnership Act|Section 1776.58 | Continued Use of Partnership Name.

Effective: August 6, 2008|Latest Legislation:  House Bill 332 - 127th General Assembly|Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
Ohio Rev Code § 1776.61 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1776 | Ohio Uniform Partnership Act|Section 1776.61 | Events Causing Dissolution and Winding Up of Partnership Business.

Effective: August 6, 2008|Latest Legislation:  House Bill 332 - 127th General Assembly|A partnership is dissolved, and the partnership's business shall be wound up, only upon the occurrence of any of the following events: (A) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under divisions (B) to (J) of section 1776.51 of the Revised Code, of that partner's express will to withdraw immediately as a partner, or at a later date as specified by the partner;(B) In a partnership for a definite term or particular undertaking, any of the following applies:(1) Within ninety days after a partner's dissociation by death or otherwise under divisions (F) to (J) of section 1776.51 of the Revised Code or wrongful dissociation under division (B) of section 1776.52 of the Revised Code, it is the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to division (B)(2)(a) of section 1776.52 of the Revised Code constitutes that partner's expression of a will to wind up the partnership business.(2) It is the express will of all of the partners to wind up the partnership business.(3) The term has expired or the undertaking is complete.(C) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;(D) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;(E) On application by a partner, a determination by a tribunal that any of the following is true:(1) The economic purpose of the partnership is likely to be unreasonably frustrated.(2) Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner.(3) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement.(F) On application by a transferee of a partner's economic interest, a tribunal determines that it is equitable to wind up the partnership business at either of the following times:(1) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer;(2) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
Ohio Rev Code § 1776.62 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1776 | Ohio Uniform Partnership Act|Section 1776.62 | Partnership Continues After Dissolution.

Effective: August 6, 2008|Latest Legislation:  House Bill 332 - 127th General Assembly|(A) Subject to division (B) of this section, a partnership may continue after dissolution only for the purpose of winding up its business. The partnership is terminated when its business is completed. (B) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event, both of the following apply:(1) The partnership shall resume carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred.(2) The dissolution shall not affect the rights of a third party accruing under division (A) of section 1776.64 of the Revised Code or arising out of conduct in reliance on the dissolution if those rights accrued or arose before the third party knew or received a notification of the waiver.
Ohio Rev Code § 1776.63 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1776 | Ohio Uniform Partnership Act|Section 1776.63 | Right to Wind Up Partnership Business.

Effective: August 6, 2008|Latest Legislation:  House Bill 332 - 127th General Assembly|(A) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on the application of any partner, a partner's legal representative, or a transferee, the court of common pleas for good cause shown, may order judicial supervision of the winding up. (B) The legal representative of the last surviving partner may wind up a partnership's business.(C) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge or make reasonable provision for the partnership's liabilities, distribute the assets of the partnership pursuant to section 1776.67 of the Revised Code, settle disputes by mediation or arbitration, and perform other necessary acts.
Ohio Rev Code § 1776.64 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1776 | Ohio Uniform Partnership Act|Section 1776.64 | Partner's Power to Bind Partnership After Dissolution.

Effective: August 6, 2008|Latest Legislation:  House Bill 332 - 127th General Assembly|Subject to section 1776.65 of the Revised Code, a partnership is bound by a partner's act after dissolution under either of the following conditions: (A) The act is appropriate for winding up the partnership business.(B) If the other party to the transaction did not have notice of the dissolution, the act would have bound the partnership under section 1776.31 of the Revised Code before dissolution.
Ohio Rev Code § 1776.65 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1776 | Ohio Uniform Partnership Act|Section 1776.65 | Statement of Dissolution.

Effective: August 6, 2008|Latest Legislation:  House Bill 332 - 127th General Assembly|(A) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (B) A statement of dissolution cancels a filed statement of partnership authority for the purposes of division (D) of section 1776.33 of the Revised Code and is a limitation on such authority for the purposes of division (E) section 1776.33 of the Revised Code. (C) For the purposes of sections 1776.31 and 1776.64 of the Revised Code, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety days after it is filed.(D) After filing and recording any appropriate statement of dissolution, a dissolved partnership may file, and as appropriate, record a statement of partnership authority that will operate with respect to a person not a partner as provided in divisions (D) and (E) of section 1776.33 of the Revised Code in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
Ohio Rev Code § 1776.66 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1776 | Ohio Uniform Partnership Act|Section 1776.66 | Partner's Liability to Other Partners After Dissolution.

Effective: August 6, 2008|Latest Legislation:  House Bill 332 - 127th General Assembly|(A) Except as otherwise provided in division (B) of this section and in section 1776.36 of the Revised Code, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 1776.64 of the Revised Code. (B) A partner who, with knowledge of the dissolution, incurs a partnership liability under division (B) of section 1776.64 of the Revised Code by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
Ohio Rev Code § 1776.67 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1776 | Ohio Uniform Partnership Act|Section 1776.67 | Settlement of Accounts and Contributions Among Partners.

Effective: August 6, 2008|Latest Legislation:  House Bill 332 - 127th General Assembly|(A) In winding up a partnership's business, any assets of the partnership, including the contributions this section requires the partners to make, shall be applied to discharge or make reasonable provision for its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under division (B) of this section. (B) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account.(C) A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under section 1776.36 of the Revised Code.(D) If a partner fails to contribute the full amount required under division (C) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under section 1776.36 of the Revised Code.(E) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.(F) A partner or partner's legal representative may recover from the other partners any contributions the partner has made to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under section 1776.36 of the Revised Code.(G) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy, or make reasonable provision for, partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under section 1776.36 of the Revised Code.(H) An assignee for the benefit of creditors of a partnership or a partner, or a person a court appoints to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
Ohio Rev Code § 1776.76 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1776 | Ohio Uniform Partnership Act|Section 1776.76 | Relief for Dissenting Partner.

Effective: August 6, 2008|Latest Legislation:  House Bill 332 - 127th General Assembly|(A) Unless otherwise provided in writing in the partnership agreement of a constituent domestic partnership, all of the following are entitled to relief as dissenting partners as provided in section 1776.77 of the Revised Code: (1) Partners of a domestic partnership that is being merged or consolidated into a surviving or new entity, domestic or foreign, pursuant to section 1776.68 or 1776.69 of the Revised Code;(2) In the case of a merger into a domestic partnership, partners of the surviving domestic partnership who under section 1776.68 of the Revised Code are entitled to vote or act on the adoption of an agreement of merger, but only as to the interests so entitling them to vote or act.(3) Partners of a domestic partnership that is converting into a converted entity pursuant to section 1776.73 of the Revised Code.(B) Unless otherwise expressly agreed to in writing, a general partner of any constituent partnership is liable to the partners of the constituent partnership for any amount payable to them pursuant to section 1776.77 of the Revised Code as if the amount payable were an existing liability of the constituent partnership at the time of the merger, consolidation, or conversion.
Ohio Rev Code § 1776.79 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1776 | Ohio Uniform Partnership Act|Section 1776.79 | Judgment Creditors.

Effective: August 6, 2008|Latest Legislation:  House Bill 332 - 127th General Assembly|When a domestic partnership is a constituent entity to a merger or consolidation that has become effective, and that domestic partnership is not the surviving or resulting entity of the merger or consolidation, or a domestic partnership is the converting entity in a conversion, a judgment creditor of a partner of that domestic partnership shall not levy execution against the assets of the partner to satisfy a judgment based on a claim against the surviving or resulting entity of the merger, consolidation, or conversion unless any of the following applies: (A) The claim is for an obligation of the domestic partnership for which the partner is liable as this chapter provides and any of the following is true:(1) A judgment based on the same claim entered was against the surviving or resulting entity of the merger, consolidation, or conversion and a writ of execution on the judgment was returned unsatisfied in whole or in part.(2) The surviving or resulting entity of the merger or consolidation or the entity resulting from the conversion is a debtor in bankruptcy.(3) The partner agreed that the creditor need not exhaust the assets of a domestic partnership that was not the surviving or resulting entity of the merger, consolidation, or conversion.(4) The partner agreed that the creditor need not exhaust the assets of the surviving or resulting entity of the merger or consolidation or the entity resulting from the conversion.(B) A court grants permission to the judgment creditor to levy execution against the assets of the partner based on a finding that the assets of the surviving or resulting entity of the merger, consolidation, or conversion that are subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of the assets of the surviving or resulting entity is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers.(C) Liability is imposed on the partner by law or contract independent of the existence of the surviving or resulting entity of the merger, consolidation, or conversion.