reglab/housing_qa huggingface dataset:
NJ Rev Stat § 42:1A-24 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-24 - Fiduciary duties

42:1A-24. Fiduciary duties  24. 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, as those duties may be clarified or limited in the partnership agreement, subject to subsection b. of section 4 of this act. 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 knowingly dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest materially adverse to the partnership; and (3) to refrain from actions intended to cause material injury to 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 does not violate a duty or obligation under this act or under the partnership agreement merely because the partner's conduct furthers the partner's own interest. e. 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. f. 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.2000,c.161,s.24.
NJ Rev Stat § 42:1A-25 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-25 - Legal actions

42:1A-25. Legal actions  25. 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 act, including: (a) the partner's rights under section 21, 23 or 24 of this act; (b) the partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 34 of this act or enforce any other right under Article 6 or 7 of this act; or (c) the partner's right to compel a dissolution and winding up of the partnership business under section 39 of this act or enforce any other right under Article 8 of this act; 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.2000,c.161,s.25.
NJ Rev Stat § 42:1A-26 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-26 - Continuation of partnership beyond term or undertaking

42:1A-26. Continuation of partnership beyond term or undertaking  26. 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.2000,c.161,s.26.
NJ Rev Stat § 42:1A-27 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-27 - Partner not co-owner

42:1A-27. Partner not co-owner  27. 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.2000,c.161,s.27.
NJ Rev Stat § 42:1A-28 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-28 - Transferable interest of partner

42:1A-28. Transferable interest of partner  28. 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.2000,c.161,s.28.
NJ Rev Stat § 42:1A-29 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-29 - Transfer of partner's interest

42:1A-29. Transfer of partner's interest  29. a. A transfer, in whole or in part, of a partner's transferable 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; and (3) does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, 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 transferable 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, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (3) to seek, under subsection f. of section 39 of this act, a judicial determination that it is equitable to wind up the partnership business. 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 interest in distributions transferred. e. A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer. f. A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. L.2000,c.161,s.29.
NJ Rev Stat § 42:1A-30 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-30 - Orders charging transferable interests; effects

42:1A-30. Orders charging transferable interests; effects  30. a. On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court order charging the transferable interest of a partner or of a partner's transferee shall be the sole remedy of a judgment creditor, who shall have no right under this act or any other State law to interfere with the management or to force dissolution of the partnership or to seek an order of the court requiring a foreclosure sale of the transferable interest. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require. b. A charging order constitutes a right to receive distributions made with respect to the judgment debtor's transferable interest in the partnership. c. At any time before foreclosure, an interest charged may be redeemed: (1) by the judgment debtor; (2) with property other than partnership property, by one or more of the other partners; or (3) with partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged. d. This act does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership. e. This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership. L.2000,c.161,s.30.
NJ Rev Stat § 42:1A-32 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-32 - Dissociation of partners; wrongful conditions

42:1A-32. Dissociation of partners; wrongful conditions  32. a. A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subsection a. of section 31 of this act. b. A partner's dissociation is wrongful only if: (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: (a) the partner withdraws by express will, unless the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under subsections f. through j. of section 31 of this act or wrongful dissociation under this subsection; (b) the partner is expelled by judicial determination under subsection e. of section 31 of this act; (c) the partner is dissociated by becoming a debtor in bankruptcy; or (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. L.2000,c.161,s.32.
NJ Rev Stat § 42:1A-33 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-33 - Dissociation; effects on partnership, partner

42:1A-33. Dissociation; effects on partnership, partner  33. a. If a partner's dissociation results in a dissolution and winding up of the partnership business, Article 8 of this act applies; otherwise, Article 7 of this act 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 section 41 of this act; (2) the partner's duty of loyalty under paragraph (3) of subsection b. of section 24 of this act terminates; and (3) the partner's duty of loyalty under paragraphs (1) and (2) of subsection b. and duty of care under subsection c. of section 24 of this act 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 41 of this act. L.2000,c.161,s.33.
NJ Rev Stat § 42:1A-35 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-35 - Partnership bound by act of dissociated partner; conditions; liability

42:1A-35. Partnership bound by act of dissociated partner; conditions; liability  35. 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 Article 9 of this act, is bound by an act of the dissociated partner which would have bound the partnership under section 13 of this act 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; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under subsection e. of section 15 or notice under subsection c. of section 37 of this act. 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. L.2000,c.161,s.35.
NJ Rev Stat § 42:1A-36 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-36 - Dissociated partner's liability

42:1A-36. Dissociated partner's liability  36. 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 subsection 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 Article 9 of this act, within two years after the partner's dissociation, only if the partner is liable for the obligation under section 18 of this act and at the time of entering into the transaction the other party: (1) reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under subsection e. of section 15 or notice under section subsection c. of section 37 of this act. 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. L.2000,c.161,s.36.
NJ Rev Stat § 42:1A-37 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-37 - Statement of dissociation

42:1A-37. Statement of dissociation  37. 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 subsections d. and e. of section 15 of this act. c. For the purposes of paragraph (3) of subsection a. of section 35 and paragraph (3) of subsection b. of section 36 of this act, a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed. L.2000,c.161,s.37.
NJ Rev Stat § 42:1A-38 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-38 - Continued use of name relative to liability

42:1A-38. Continued use of name relative to liability  38. 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. L.2000,c.161,s.38.
NJ Rev Stat § 42:1A-39 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-39 - Dissolution of partnership; winding up, event causing

42:1A-39. Dissolution of partnership; winding up, event causing  39. A partnership is dissolved, and its 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 subsections b. through j. of section 31 of this act, of that partner's express will to withdraw as a partner, or on a later date specified by the partner, unless the partnership agreement provides that no dissolution occurs until 90 days after the partnership having received notice of a partner's express will to withdraw as a partner, a majority in interest of the remaining parties, including partners who have rightfully dissociated pursuant to subparagraph (a) of paragraph (2) of subsection b. of section 32 of this act, agree to continue the partnership; b. In a partnership for a definite term or particular undertaking: (1) the expiration of 90 days after a partner's dissociation by death or otherwise under subsections f. through j. of section 31 of this act or wrongful dissociation under subsection b. of section 32 of this act, unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to subparagraph (a) of paragraph (2) of subsection b. of section 32 of this act, agree to continue the partnership; (2) the express will of all of the partners to wind up the partnership business; or (3) the expiration of the term or the completion of the undertaking; 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 90 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 judicial determination that: (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 which makes it not reasonably practicable to carry on the business in partnership with that partner; or (3) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or f. On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business: (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; or (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. L.2000,c.161,s.39.
NJ Rev Stat § 42:1A-40 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-40 - Dissolution, continuation for purpose of winding up

42:1A-40. Dissolution, continuation for purpose of winding up  40. a. Subject to subsection b. of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of 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: (1) the partnership resumes 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; and (2) the rights of a third party accruing under subsection a. of section 42 of this act or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver shall not be adversely affected. L.2000,c.161,s.40.
NJ Rev Stat § 42:1A-41 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-41 - Postdissolution, rights, duties on winding up

42:1A-41. Postdissolution, rights, duties on winding up  41. a. After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, a court of competent jurisdiction, 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 shall 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 the partnership's liabilities, distribute the assets of the partnership pursuant to section 45 of this act, settle disputes by mediation or arbitration, and perform other necessary acts. L.2000,c.161,s.41.
NJ Rev Stat § 42:1A-42 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-42 - Partner's act after dissolution

42:1A-42. Partner's act after dissolution  42. Subject to section 43 of this act, a partnership is bound by a partner's act after dissolution that: a. Is appropriate for winding up the partnership business; or b. Would have bound the partnership under section 13 of this act before dissolution, if the other party to the transaction did not have notice of the dissolution. L.2000,c.161,s.42.
NJ Rev Stat § 42:1A-43 (2021)
2021 New Jersey Revised Statutes|Title 42 - Partnerships and Partnership Associations|Section 42:1A-43 - Statement of dissolution, effects of filing

42:1A-43. Statement of dissolution, effects of filing  43. 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 subsection d. of section 15 of this act and is a limitation on authority for the purposes of subsection e. of section 15 of this act. c. For the purposes of sections 13 and 42 of this act, 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 90 days after it is filed. d. After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in subsections e. and f. of section 15 of this act in any transaction, whether or not the transaction is appropriate for winding up the partnership business. L.2000,c.161,s.43.