§ 4-46-912 - Power of partners and persons dissociated as partners to bind organization after conversion or merger.
4-46-912. Power of partners and persons dissociated as partners to bind organization after conversion or merger.
(a) An act of a person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective if:
(1) Before the conversion or merger became effective the act would have bound the converting or constituent partnership under 4-46-301; and
(2) At the time the third party enters into the transaction the third party:
(A) Does not have notice of the conversion or merger; and
(B) Reasonably believes that the converted or surviving business is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.
(b) An act of a person that before a conversion or merger became effective was dissociated as a partner from a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective if:
(1) Before the conversion or merger became effective the act would have bound the converting or constituent partnership under 4-46-301 if the person had been a partner; and
(2) At the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party:
(A) Does not have notice of the dissociation;
(B) Does not have notice of the conversion or merger; and
(C) Reasonably believes that the converted or surviving organization is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.
(c) If a person with knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or subsection (b) of this section the person is liable:
(1) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and
(2) If another person is liable for the obligation, to the other person for any damage caused to the other person arising from the liability.