Partnerships

Question 1

Dissociation upon Death

Answer 1

A partner is dissociated from a partnership upon death (VA Code §50-73.109(7)(a)).

Question 2

In a partnership at will, dissociation by death…

Answer 2

does not trigger dissolution and winding up of the partnership (VA Code §50-73.117).

Question 3

Virginia Uniform Partnership Act

Answer 3

If the partnership continues after dissociation, it must buy out the dissociated partner’s interest (VA Code §50-73.112, §50-73.111(A)).

Question 4

Buyout Price for Deceased Partner

Answer 4

the greater of:
- Liquidation value, or
- Going concern value at the time of dissociation (VA Code §50-73.112(B)).

Question 5

Does a dissociated partner retain liability for pre-dissociation obligations after dissociation?

Answer 5

Yes, a dissociated partner’s liability for pre-dissociation obligations continues after dissociation

Question 6

Under what conditions is a dissociated partner liable for post-dissociation obligations?

Answer 6

If:
* The third party transacted business with the partnership within one year of dissociation; and
* The third party reasonably believed the dissociated partner was still a partner

Referenced in VA Code §50-73.114(B)

Question 7

What must the partnership do regarding obligations incurred by a dissociated partner?

Answer 7

Indemnify the dissociated partner (or their estate) for all partnership obligations incurred before or after dissociation

Referenced in VA Code §50-73.112(D)

Question 8

Liability of Partners, Generally

Answer 8

Partners are personally liable for debts of the partnership.

Question 9

Misleading Firm Name

Answer 9

if it includes:
- A lawyer not associated with the firm or its predecessors.
- A nonlawyer (Rule 7.1, Comment 5).

A firm may retain the name of a deceased partner if there is a continuing succession in the firm’s identity.