358.371. Disposal of claims, notice of dissolution.
Disposal of claims, notice of dissolution.
358.371. 1. A dissolved partnership may dispose of the known claimsagainst it in accordance with this subsection and subsection 2 of thissection. The dissolved partnership shall notify its known claimants inwriting of the dissolution at any time after its effective date. Thewritten notice shall:
(1) Describe information that must be included in a claim;
(2) Provide a mailing address where a claim may be sent;
(3) State the deadline, which may not be fewer than ninety days fromthe effective date of the written notice, by which the dissolvedpartnership must receive the claim; and
(4) State that the claim will be barred if not received by thedeadline.
2. Notwithstanding any provision of law to the contrary, includinglaws regarding permissibility of third-party claims, a claim against apartnership dissolved without fraudulent intent is barred if either of thefollowing occurs:
(1) A claimant who was given notice pursuant to subsection 1 of thissection does not deliver the claim to the dissolved partnership by thedeadline; or
(2) A claimant whose claim was rejected by the dissolved partnershipdoes not commence a proceeding to enforce the claim within one hundredtwenty days from the date of the rejection notice.
For the purposes of this subsection, "claim" does not include a contingentliability or a claim based on an event occurring after the effective dateof dissolution.
3. A dissolved partnership may dispose of the unknown claims againstit by filing a notice of winding up in accordance with this subsection andsubsection 4 of this section. The notice of winding up shall:
(1) Contain a request that persons with claims against thepartnership present them in accordance with the notice of winding up;
(2) Describe the information that must be included in a claim andprovide a mailing address where the claim may be sent; and
(3) State that a claim against the partnership will be barred unlessa proceeding to enforce the claim is commenced within three years after thepublication of the notice.
4. Notwithstanding any provision of law to the contrary, includinglaws regarding permissibility of third-party claims, if a partnershipdissolved without fraudulent intent files a notice of winding up inaccordance with subsection 3 of this section, the claim of each of thefollowing claimants is barred unless the claimant commences a proceeding toenforce the claim against the dissolved partnership within three yearsafter the date the notice of winding up was filed:
(1) A claimant who did not receive written notice pursuant tosubsection 1 of this section;
(2) A claimant whose claim was timely sent to the dissolvedpartnership but not acted on; or
(3) A claimant whose claim is contingent or based on an eventoccurring after the effective date of dissolution.
5. A claim may be enforced pursuant to this section:
(1) Against the dissolved partnership, to the extent of itsundistributed assets; or
(2) If the assets have been distributed in liquidation, against apartner of the dissolved partnership to the extent of the partner's prorata share of the claim or the partnership assets distributed to thepartner in liquidation, whichever is less, but a partner's total liabilityfor all claims pursuant to this section shall not exceed the total amountof assets distributed to the partner in liquidation.
6. For the purposes of this section, "fraudulent intent" shall beestablished if it is shown that the sole or primary purpose of thedissolution was to defraud partners, creditors or others.
7. Notwithstanding any other provision of this chapter to thecontrary, except as provided in subsection 8 of this section, a claimagainst a partnership dissolved pursuant to this chapter for which claimthe partnership has a contract of insurance which will indemnify thepartnership for any adverse result from such claim:
(1) Is not subject to the provisions of subsections 1 to 6 of thissection and may not be barred by compliance with subsections 1 to 6 of thissection;
(2) May be asserted at any time within the statutory period otherwiseprovided by law for such claims;
(3) May be asserted against, and service of process had upon, thedissolved or dissolving partnership for whom the court, at the request ofthe party bringing the suit, shall appoint a defendant ad litem.
8. Judgments obtained in suits filed and prosecuted pursuant tosubsection 7 of this section shall only be enforceable against one or morecontracts of insurance issued to the partnership, its officers, directors,agents, servants or employees, indemnifying them, or any of them, againstsuch claims.
(L. 1997 H.B. 655 merged with S.B. 170)Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)