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HomeCorporations CodeGENERAL PROVISIONSCh. 5Art. 7§ 16702 Partner Dissociation Liability Rules

§ 16702 Partner Dissociation Liability Rules

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 16702 Partner Dissociation Liability Rules

For two years after a partner leaves a partnership, the partnership can still be stuck with deals the former partner makes, but only if the other person thought the partner was still in the business and didn’t know they had left.

Key Takeaways

  • •The rule lasts for two years after a partner leaves.
  • •The other party must reasonably think the partner is still in the business.
  • •The other party must not have been told or otherwise know the partner left.
  • •If those conditions are met, the partnership is stuck with the deal, and the former partner must cover any damage the partnership suffers.

Example

Jane quits a small bakery partnership in March. In June, she signs a delivery contract with a flour supplier, and the supplier thinks Jane is still a partner because they never heard she left.

Because the supplier reasonably believed Jane was still a partner, didn’t know she had left, and didn’t have any special notice, the bakery partnership is still bound by the contract for two years after Jane left. If the contract later causes the bakery to lose money, Jane has to pay the bakery for that loss.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 16702 Partner Dissociation Liability Rules

(a) For two years after a partner dissociates, the partnership, including a surviving partnership under Article 9 (commencing with Section 16901), is bound by an act of the dissociated partner that would have bound the partnership under Section 16301 before dissociation only if at the time of entering into the transaction all of the following apply to the other party: (1) The other party reasonably believed that the dissociated partner was then a partner. (2) The other party did not have notice of the partner’s dissociation. (3) The other party is not deemed to have had knowledge under subdivision (e) of Section 16303 or notice under subdivision (c) of Section 16704. (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 subdivision (a). (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)

Last verified: January 10, 2026

Key Terms

dissociated partnerpartnershipnotice of dissociationliability

Related Statutes

  • § 16703 Partner Dissociation Liability
  • § 16101 Partnership Definitions And Terms
  • § 16111 Partnership Governance Effective Dates
  • § 16701 Partner Buyout After Dissociation
  • § 16704 Partner Dissociation Statement

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 16702.
View Official Source