reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 60 - OIL AND GAS (§§ 60-1-101 — 60-4-102) › Chapter 3 - INSPECTION OF VOLATILE OILS (§§ 60-3-101 — 60-3-115) › Section 60-3-105 - Examination and testing - Records regarding transportation of substances - Rules and regulations

(a)
The commissioner is authorized to examine and test, within this state, all oils and substances before the same are sold, offered for sale, used or stored in this state.
(b)
It is the duty of all persons handling, transporting or storing oils or substances within this state to retain records or intelligible memoranda or books subject to inspection by an inspector covering the movements of the oils or substances in this state. The records shall be retained for a period of three (3) years following the end of the year in which the records were originated.
(c)
The commissioner is authorized to examine and test all oils and substances for which there is a duty imposed upon the commissioner under this chapter, and also any products submitted to the commissioner, to determine whether the minimum standards imposed by §
60-3-103
are met and also to determine the value of such products for the purpose claimed.
(d)
The commissioner shall make and publish rules necessary to effectuate an efficient and uniform system of inspection of oils and substances.
(e)
The commissioner may prescribe standard minimum specifications for oils and substances and may promulgate rules for the uniform inspection of them. All tests shall conform to and be made under conditions and rules adopted by American Society for Testing Materials.
(f)
The gravity, purity and test of oils and substances shall be determined in the manner and under the regulations as the commissioner may specify.
(g)
The commissioner may purchase the apparatus for making chemical and physical tests of oils and substances, and may make any tests as are called for by this chapter, or as, in the judgment of the commissioner, are deemed essential for better enforcement and to afford full protection to the public.
Acts 1978, ch. 761, § 5; T.C.A., § 67-3205.
2023 Tennessee Code › Title 60 - OIL AND GAS (§§ 60-1-101 — 60-4-102) › Chapter 3 - INSPECTION OF VOLATILE OILS (§§ 60-3-101 — 60-3-115) › Section 60-3-106 - Marking of receptacles, tanks and pumps - Unlawful removal of notices or placards

(a)
After making any examination and test, the commissioner may affix to the receptacle, tank, pump, or other container, containing oils or substances inspected, such identification or caution notices as the commissioner may designate. It is unlawful for any person to remove the identification or caution notice without authorization of the commissioner.
(b)
When any receptacle, tank, pump or other container is found by the commissioner to contain any oil or substance that does not meet the minimum specifications, it shall be the commissioner's duty to attach and seal thereto a placard bearing in bold letters a description of the substance and a warning that it is condemned and does not meet Tennessee specifications. It is unlawful for any person to remove, obscure or deface any condemnation placard described herein without the written consent of the commissioner, or in any manner to interfere with or obstruct the commissioner in the discharge of any of the commissioner's duties under this chapter.
(c)
A violation of this section is a Class C misdemeanor.
Acts 1978, ch. 761, § 6; T.C.A., § 67-3206; Acts 1989, ch. 591, § 113.
2023 Tennessee Code › Title 60 - OIL AND GAS (§§ 60-1-101 — 60-4-102) › Chapter 3 - INSPECTION OF VOLATILE OILS (§§ 60-3-101 — 60-3-115) › Section 60-3-107 - Marking of gross weight - Fluids having no proper test

If weight shall be established for the purpose of ascertaining quantity, instead of gauging by gallons, then the inspector shall mark on the container inspected by the inspector the gross weight instead of gallons. In addition, the inspector shall affix the inspector's brand on all containers or packages found by the inspector to contain fluids that have no proper test with the words "highly inflammable," or with other words which properly reflect the conditions as found by the inspector.
Acts 1978, ch. 761, § 7; T.C.A., § 67-3207.
2023 Tennessee Code › Title 60 - OIL AND GAS (§§ 60-1-101 — 60-4-102) › Chapter 3 - INSPECTION OF VOLATILE OILS (§§ 60-3-101 — 60-3-115) › Section 60-3-108 - Unlawful alteration of markings

(a)
It is unlawful for any manufacturer or dealer of oils or substances, with intent to deceive or defraud, to alter or erase the inspector's brand, to indicate a different test, gravity, purity or quantity than is found by the inspector, or to use with such intent any container or package having any inspector's brand thereon, without having the contents actually inspected.
(b)
A violation of this section is a Class C misdemeanor.
Acts 1978, ch. 761, § 8; T.C.A., § 67-3208; Acts 1989, ch. 591, § 113.
2023 Tennessee Code › Title 60 - OIL AND GAS (§§ 60-1-101 — 60-4-102) › Chapter 3 - INSPECTION OF VOLATILE OILS (§§ 60-3-101 — 60-3-115) › Section 60-3-109 - Identification and disposition of condemned oils or substances

Where any shipment of oils or substances is sent from another state for consumption in this state, and the same, upon inspection by an inspector, is found to be of less test than required or is otherwise indicated to be either unsafe for use or of a lower standard of quality than the minimum specifications for the oil or substance, as published by the commissioner, the commissioner is authorized to condemn the oils or substances, to mark or otherwise indicate the shipment is rejected for use in this state, and to order that the rejected oils or substances be shipped back to the shippers of the same.
Acts 1978, ch. 761, § 9; T.C.A., § 67-3209.
2023 Tennessee Code › Title 60 - OIL AND GAS (§§ 60-1-101 — 60-4-102) › Chapter 3 - INSPECTION OF VOLATILE OILS (§§ 60-3-101 — 60-3-115) › Section 60-3-110 - Inspection of oils held for export

Whenever any oil or substance is stored in this state, or has come to rest after shipment in interstate commerce and is stored in this state, and such oil or substance is subsequently exported to a point outside this state, it shall be subject to inspection under this part.
Acts 1978, ch. 761, § 10; T.C.A., § 67-3210.
2023 Tennessee Code › Title 60 - OIL AND GAS (§§ 60-1-101 — 60-4-102) › Chapter 3 - INSPECTION OF VOLATILE OILS (§§ 60-3-101 — 60-3-115) › Section 60-3-111 - Records of inspectors - Daily reports - Locking and sealing valves - Unlawful breaking of locks or seals

(a)
Inspectors shall keep an accurate record of all oils and substances inspected, rejected, or certified to by them, which record shall state the date of the inspection, the number of gallons approved, the number rejected, if any, the name of the person for whom inspected, and the name and address of the person to whom consigned.
(b)
Inspectors are authorized to lock and seal any or all valves at bulk plants or river terminals; and in no case shall any lock or seal which has been affixed by an inspector to a valve be opened except in the presence of an inspector.
(c)
(1)
It is unlawful for any person to break a lock or seal in violation of this section.
(2)
A violation of this subsection (c) is a Class C misdemeanor.
Acts 1978, ch. 761, § 11; T.C.A., § 67-3211; Acts 1989, ch. 591, § 113.
2023 Tennessee Code › Title 60 - OIL AND GAS (§§ 60-1-101 — 60-4-102) › Chapter 3 - INSPECTION OF VOLATILE OILS (§§ 60-3-101 — 60-3-115) › Section 60-3-112 - Storage, unloading, or sale before inspection

(a)
If any person, manufacturer or dealer shall store, unload or sell to any person in the state any oil or substance before having the same inspected, as provided in this chapter, the oil or substance stored, unloaded or sold shall be subject to the gasoline tax, which tax shall be collected in the same manner as now provided by law for the collection of the gasoline tax.
(b)
Any of the oils or substances found to be rejected may be forfeited and sold, and the proceeds shall go to the common school fund of the state.
Acts 1978, ch. 761, § 12; T.C.A., § 67-3212.
2023 Tennessee Code › Title 60 - OIL AND GAS (§§ 60-1-101 — 60-4-102) › Chapter 3 - INSPECTION OF VOLATILE OILS (§§ 60-3-101 — 60-3-115) › Section 60-3-113 - Prohibited acts

(a)
It is unlawful for any dealer, distributor or manufacturer of oils or substances to refuse to admit an inspector upon the dealer's, distributor's or manufacturer's premises, to such extent as it may be necessary for the performance of the inspector's duties, or to obstruct an inspector in the discharge of the inspector's duties.
(b)
It is unlawful for any person to mix, for sale, naphtha and other such oils or substances or same with any corrosive substance, or to knowingly sell, or keep for sale, or offer for sale, the mixture, or to sell, or offer for sale any products which are not of required test.
(c)
It is unlawful for any person to violate any of the other provisions of this part with the intent of obstructing the commissioner or delegate in the performance of the commissioner's or delegate's duties under this chapter.
(d)
A violation of this section is a Class C misdemeanor.
Acts 1978, ch. 761, § 13; T.C.A., § 67-3213; Acts 1989, ch. 591, § 113.
2023 Tennessee Code › Title 60 - OIL AND GAS (§§ 60-1-101 — 60-4-102) › Chapter 3 - INSPECTION OF VOLATILE OILS (§§ 60-3-101 — 60-3-115) › Section 60-3-114 - Report and prosecution of violation - Disposition of fine

(a)
It is the duty of any inspector, or any other person having cognizance of any violation of this chapter, to make complaint forthwith against the person so offending to the district attorney for the county in which the offense is alleged to have been committed.
(b)
It is the duty of the district attorney to represent and prosecute, on behalf of the state, all cases of offense arising under this chapter and within any county under the district attorney's jurisdiction.
(c)
All prosecutions for fines and penalties under the criminal provisions of this chapter shall be by indictment or presentment and when collected shall be paid over to the state treasurer, one fourth (¼) of which shall be paid to the informer, and three fourths (¾) placed into the general fund.
Acts 1978, ch. 761, § 14; T.C.A., § 67-3214.
2023 Tennessee Code › Title 60 - OIL AND GAS (§§ 60-1-101 — 60-4-102) › Chapter 3 - INSPECTION OF VOLATILE OILS (§§ 60-3-101 — 60-3-115) › Section 60-3-115 - Alternative testing standard to American Petroleum Institute scale - Penalty for furnishing calibration tables on storage tanks

(a)
If the commissioner finds that the American Petroleum Institute scale standard is impractical or outdated for purposes of testing volatile oils and substances, the commissioner may by rule provide for an alternative testing standard to that set out in §§
60-3-103
and
60-3-104
. The alternative standard must conform to and be made under the conditions and rules adopted by the American Society for Testing Materials and shall be promulgated as a rule in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
(b)
It is a Class C misdemeanor to furnish calibration tables on storage tanks.
Acts 1978, ch. 761, § 15; T.C.A., § 67-3215; Acts 1989, ch. 591, § 113.
2023 Tennessee Code › Title 60 - OIL AND GAS (§§ 60-1-101 — 60-4-102) › Chapter 4 - PRODUCTION OF FUEL ALCOHOL (§§ 60-4-101 — 60-4-102) › Section 60-4-101 - Licensing of fuel alcohol producers

(a)
Except as provided by subsection (c), in this state every producer of fuel alcohol as defined in §
67-3-602
[repealed], shall be licensed annually by the department of revenue on forms approved by the commissioner.
(b)
Every producer of fuel alcohol shall be subjected to the following annual license fee:
(1)
Production of one thousand gallons (1,000 gals.) up to two thousand and five hundred gallons (2,500 gals.) annually shall require a fifty dollar ($50.00) licensing fee; and
(2)
Production of over two thousand and five hundred gallons (2,500 gals.) of fuel alcohol annually shall require a one hundred dollar ($100) licensing fee.
(c)
Production of up to one thousand gallons (1,000 gals.) of fuel alcohol annually shall require no license fee. However, anyone producing less than one thousand gallons (1,000 gals.) per year shall be required to notify the department in writing of any intention to produce fuel alcohol before such production occurs.
(d)
All fees shall be collected by the commissioner or the commissioner's designated agent; all license application and fee information shall be accessible to the alcoholic beverage commission in such form and manner as prescribed by the commissioner.
(e)
It is unlawful for any producer to fail to comply with subsections (a)-(c), and any person found guilty of doing so shall be punished by a fine of not less than fifty dollars ($50.00) and not more than the maximum fine provided under the general law for the commission of a misdemeanor.
(f)
The commissioner shall have the authority to establish rules and regulations relating to the licensing of producers of fuel alcohol.
Acts 1980, ch. 786, § 7; T.C.A., § 67-39-101.
2023 Tennessee Code › Title 60 - OIL AND GAS (§§ 60-1-101 — 60-4-102) › Chapter 4 - PRODUCTION OF FUEL ALCOHOL (§§ 60-4-101 — 60-4-102) › Section 60-4-102 - Taxation of fuel alcohol - Rules and regulations concerning use and production

(a)
Chapter 3 of this title and former title 67, chapter 3, parts 1-9 [repealed] shall apply to fuel alcohol. A person producing fuel alcohol for personal use in combustion engines or heating oil systems shall not be considered a distributor or a dealer within the meaning of chapter 3 of this title and former title 67, chapter 3, parts 1-9 [repealed]. If a person sells fuel alcohol, such person shall be deemed a distributor unless the fuel alcohol is sold to a bonded distributor or its lawful agents who must assume reporting and payment of all taxes due on such fuel alcohol.
(b)
The commissioner shall have the authority to establish rules and regulations concerning the use and production of fuel alcohol, for the administration of subsection (a).
Acts 1980, ch. 786, § 8; T.C.A., § 67-39-102.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 1 - GENERAL PROVISIONS (§§ 61-1-101 — 61-1-107) › Section 61-1-102 - Knowledge and notice

(a)
A person knows a fact if the person has actual knowledge of it.
(b)
A person has notice of a fact if the person:
(1)
Knows of it;
(2)
Has received a notification of it; or
(3)
Has reason to know it exists from all of the facts known to the person at the time in question.
(c)
A person notifies or gives a notification to another by taking steps reasonably calculated to inform the other person in ordinary course of business, whether or not the other person learns of it.
(d)
A person receives a notification when the notification:
(1)
Comes to the person's attention; or
(2)
Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(e)
Except as otherwise provided in subsection (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if such person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(f)
A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, but is not effective as such if the partner committed or consented to a fraud on the partnership.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 1 - GENERAL PROVISIONS (§§ 61-1-101 — 61-1-107) › Section 61-1-103 - Effect of partnership agreement - Nonwaivable provisions

(a)
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.
(b)
The partnership agreement may not:
(1)
Vary the rights and duties under §
61-1-105
except to eliminate the duty to provide copies of statements to all of the partners;
(2)
Unreasonably restrict the right of access to books and records under §
61-1-403(b)
;
(3)
Eliminate the duty of loyalty under §
61-1-404(b)(1) and (2)
or §
61-1-603(b)(3)
, but:
(A)
The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
(B)
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;
(4)
Unreasonably reduce the duty of care under §
61-1-404(c)
or §
61-1-603(b)(3)
;
(5)
Eliminate the obligation of good faith and fair dealing under §
61-1-404(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;
(6)
Vary the power to dissociate as a partner under §
61-1-602(a)
, except to require the notice under §
61-1-601(1)
to be in writing;
(7)
Vary the right of a court to expel a partner in the events specified in §
61-1-601(5)
;
(8)
Vary the requirement to wind up the partnership business in cases specified in §
61-1-801(4), (5), or (6)
; or
(9)
Vary the law applicable to a limited liability partnership under §
61-1-106(c)
.
Acts 2001, ch. 353; 2002, ch. 563, § 2.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 1 - GENERAL PROVISIONS (§§ 61-1-101 — 61-1-107) › Section 61-1-104 - Supplemental principles of law

(a)
Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(b)
If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is the applicable federal rate as determined from time to time by the United States treasury pursuant to
26 U.S.C. § 1274(d)
or any successor law.
(c)
The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 1 - GENERAL PROVISIONS (§§ 61-1-101 — 61-1-107) › Section 61-1-105 - Execution, filing, and recording of statements

(a)
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 in the manner and form prescribed by the secretary of state. Either filing has the effect provided in this chapter with respect to partnership property located, or transactions that occur, in this state.
(b)
A certified copy of a statement that has been filed in the office of the secretary of state and recorded in the office of the register of deeds 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.
(c)
A statement filed by a partnership must be executed by at least two (2) 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.
(d)
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.
(e)
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.
Amended by 2020 Tenn. Acts, ch. 719, s 24, eff. 6/22/2020.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 1 - GENERAL PROVISIONS (§§ 61-1-101 — 61-1-107) › Section 61-1-106 - Governing law

(a)
Except as otherwise provided in subsections (b) and (c), 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.
(b)
Where the partners have provided that the partnership agreement is governed by the laws of a jurisdiction other than this state, the law of the jurisdiction governing the partnership agreement governs relations among the partners and between the partners and the partnership.
(c)
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 that has filed an application as a limited liability partnership in this state.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 1 - GENERAL PROVISIONS (§§ 61-1-101 — 61-1-107) › Section 61-1-107 - 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.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 2 - NATURE OF PARTNERSHIP (§§ 61-1-201 — 61-1-204) › Section 61-1-201 - Partnership as entity

(a)
A partnership is an entity distinct from its partners.
(b)
A limited liability partnership continues to be the same entity that existed before the filing of an application under former §
61-1-143
.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 2 - NATURE OF PARTNERSHIP (§§ 61-1-201 — 61-1-204) › Section 61-1-202 - Partnership as entity

(a)
Except as otherwise provided in subsection (b), the association of two (2) 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.
(b)
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.
(c)
In determining whether a partnership is formed, the following rules apply:
(1)
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.
(2)
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.
(3)
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:
(A)
Of a debt by installments or otherwise;
(B)
For services as an independent contractor or of wages or other compensation to an employee;
(C)
Of rent;
(D)
Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(E)
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
(F)
For the sale of the goodwill of a business or other property by installments or otherwise.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 2 - NATURE OF PARTNERSHIP (§§ 61-1-201 — 61-1-204) › Section 61-1-203 - Partnership property

Property transferred to or otherwise acquired by a partnership is property of the partnership and not of the partners individually.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 2 - NATURE OF PARTNERSHIP (§§ 61-1-201 — 61-1-204) › Section 61-1-204 - When property is partnership property

(a)
Property is partnership property if acquired in the name of:
(1)
The partnership; or
(2)
One (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(b)
Property is acquired in the name of the partnership by a transfer to:
(1)
The partnership in its name; or
(2)
One (1) or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c)
Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
(d)
Property acquired in the name of one (1) 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.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 61-1-301 — 61-1-308) › Section 61-1-301 - Partner agent of partnership

Subject to the effect of a statement of partnership authority under §
61-1-303
:
(1)
Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority;
(2)
An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 61-1-301 — 61-1-308) › Section 61-1-302 - Transfer of partnership property

(a)
Partnership property may be transferred as follows:
(1)
Subject to the effect of a statement of partnership authority under §
61-1-303
, 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;
(2)
Partnership property held in the name of one (1) or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held;
(3)
Partnership property held in the name of one (1) or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(b)
A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under §
61-1-301
and:
(1)
As to subsequent transferee who gave value for property transferred under subsection (a)(1) and (2), proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(2)
As to a transferee who gave value for property transferred under subsection (a)(3), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c)
A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b), from any earlier transferee of the property.
(d)
If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 61-1-301 — 61-1-308) › Section 61-1-304 - Statement of denial

A partner or other person named as partner in a filed statement of partnership authority may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in §
61-1-303(c) and (d)
.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 61-1-301 — 61-1-308) › Section 61-1-305 - Partnership liable for partner's actionable conduct

(a)
A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(b)
If, in the ordinary 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.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 61-1-301 — 61-1-308) › Section 61-1-306 - Partner's liability

(a)
Except as otherwise provided in subsections (b)-(g), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(b)
A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
(c)
An obligation of a partnership incurred while the partnership is a registered 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 acting as a partner. This subsection (c) applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a registered limited liability partnership under §
61-1-1001(b)
.
(d)
Subsection (c) does not affect the liability of a partner in a registered limited liability partnership for the partner's own omissions, negligence, wrongful acts, misconduct or malpractice, or that of any person under the partner's direct supervision and control.
(e)
A partner in a registered limited liability partnership is not a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover damages or enforce the obligations arising out of the acts, omissions, malpractice or misconduct of the type described in subsection (c), unless the partner is personally liable under subsection (d).
(f)
Unless otherwise agreed, a partner who receives a distribution from a registered limited liability partnership or a partner who votes for or assents to the distribution shall have no liability for the distribution under this section or any other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution.
(g)
Notwithstanding any other provision of this chapter to the contrary, each person, partner, or employee required to collect, truthfully account for, and pay over to the department of revenue any tax collected from the customers of a registered limited liability partnership shall be personally liable for such taxes in the same manner as responsible persons of a corporation under the same provisions of §
67-1-1443
.
Amended by 2014 Tenn. Acts, ch. 641,s 1, eff. 7/1/2014.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 61-1-301 — 61-1-308) › Section 61-1-307 - Actions by and against partnership and partners

(a)
A partnership may sue and be sued in the name of the partnership.
(b)
An action may be brought against the partnership and, to the extent not inconsistent with §
61-1-306
, any or all of the partners in the same action or in separate actions.
(c)
A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
(d)
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 §
61-1-306
and:
(1)
A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2)
The partnership is a debtor in bankruptcy;
(3)
The partner has agreed that the creditor need not exhaust partnership assets;
(4)
A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(5)
Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(e)
This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under §
61-1-308
.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 61-1-301 — 61-1-308) › Section 61-1-308 - 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 one (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 partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(b)
If a person is thus represented to be a partner in an existing partnership, or with one (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 authority.
(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 authority to indicate the partner's dissociation from the partnership.
(e)
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.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 61-1-401 — 61-1-407) › Section 61-1-401 - Partner's rights and duties

(a)
Each partner is deemed to have an account that is:
(1)
Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and
(2)
Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
(b)
Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
(c)
A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
(d)
A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(e)
A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) and (d) constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(f)
Each partner has equal rights in the management and conduct of the partnership business.
(g)
A partner may use or possess partnership property only on behalf of the partnership.
(h)
A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(i)
A person may become a partner only with the consent of all of the partners.
(j)
A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(k)
This section does not affect the obligations of a partnership to other persons under §
61-1-301
.
(l)
A partner has the power and authority to delegate to one (1) or more other persons the partner's rights and powers to manage and control the business and affairs of the partnership, including to delegate to agents, officers and employees of the partner or the partnership, and to delegate by a management agreement or other agreement with, or otherwise to, other persons. Such delegation by a partner shall not cause the partner to cease to be a partner of the partnership.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 61-1-401 — 61-1-407) › Section 61-1-402 - Distributions in kind

A partner has no right to receive, and may not be required to accept, a distribution in kind.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 61-1-401 — 61-1-407) › Section 61-1-403 - Partner's rights and duties with respect to information

(a)
A partnership shall keep its books and records, if any, at its chief executive office.
(b)
A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(c)
Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
(1)
Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and
(2)
On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 61-1-401 — 61-1-407) › Section 61-1-404 - 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).
(b)
A partner's duty of loyalty to the partnership and the other partners is limited to the following:
(1)
To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(2)
To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and
(3)
To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(c)
A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d)
A partner shall discharge the duties to the partnership and the other partners under this act or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(e)
A partner does not violate a duty or obligation under this act or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
(f)
A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
(g)
This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 61-1-401 — 61-1-407) › Section 61-1-405 - Actions by partnership and partners

(a)
A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(b)
A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:
(1)
Enforce the partner's rights under the partnership agreement;
(2)
Enforce the partner's rights under this chapter, including:
(A)
The partner's rights under §§
61-1-401
,
61-1-403
, or
61-1-404
;
(B)
The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to §
61-1-701
or enforce any other right under parts 6 or 7 of this chapter; or
(C)
The partner's right to compel a dissolution and winding up of the partnership business under §
61-1-801
or enforce any other right under part 8 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.
Acts 2001, ch. 353.