(a)
If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under subdivision (a) of Section 15908.04 by an act that is not appropriate for winding up the partnership’s activities, the general partner is liable:(1)
to the limited partnership for any damage caused to the limited partnership arising from the obligation; and(2)
if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.(b)
If a person dissociated as a general partner causes a limited partnership to incur an obligation under subdivision (b) of Section 15908.04, the person is liable:(1)
to the limited partnership for any damage caused to the limited partnership arising from the obligation; and(2)
if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
Source:
Section 15908.05, https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=15908.05.
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