2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 8 - Partnerships

- Prosecution of actions against less than all copartners, § 9-2-26.

- Pursuant to Code Section 28-9-5, in 1985, Code Section 14-8-10A was redesignated as Code Section 14-8-10.1.

- Ga. L. 1984, p. 1439, § 1, effective April 1, 1985, repealed the Code sections formerly codified at this chapter and enacted the current chapter. The former chapter, also relating to partnerships, consisted of Code Sections 14-8-1 through 14-8-3, 14-8-20 through 14-8-24, 14-8-40 through 14-8-49, 14-8-60 through 14-8-74, and 14-8-90 through 14-8-92 and was based on Ga. L. 1981, Ex. Sess., p. 8 (Code Enactment Act) and Ga. L. 1982, p. 3, § 14.

- For article advocating the Adoption of a Uniform Partnership Act, see 16 Ga. B. J. 52 (1953). For article discussing legal aspects of investments and trade in Georgia by foreign business enterprises, see 27 Mercer L. Rev. 629 (1976). For survey of Georgia cases in the area of business associations from June 1979 through May 1980, see 32 Mercer L. Rev. 1 (1980). For article surveying business associations developments in Georgia from mid-1980 through mid-1981 concerning partnerships and corporations, see 33 Mercer L. Rev. 19 (1981). For article, "The Uniform Partnership Act as Adopted in Georgia," see 21 Ga. St. B. J. 56 (1984). For annual survey on business associations, see 36 Mercer L. Rev. 91 (1984). For article, "An Analysis of Georgia's New Partnership Law," see 36 Mercer L. Rev. 443 (1985). For article, "Freedom of Contract Among the Owners of a Partnership or Limited Partnership," see 36 Mercer L. Rev. 701 (1985). For article surveying business association law in 1984-1985, see 37 Mercer L. Rev. 103 (1985). For annual survey of cases concerning business associations, see 39 Mercer L. Rev. 53 (1987). For article, "The New Georgia Limited Partnership Act," see 24 Ga. St. B. J. 168 (1988). For survey article on business associations, see 42 Mercer L. Rev. 71 (1990). For survey article on business associations, see 44 Mercer L. Rev. 67 (1992). For annual survey article on business associations, see 45 Mercer L. Rev. 53 (1993). For article discussing developments in law of business associations from June 1, 1996 through May 31, 1997, see 49 Mercer L. Rev. 71 (1997). For survey article discussing developments in law of business associations for the period from June 1, 1999 through May 31, 2000, see 52 Mercer L. Rev. 95 (2000). For article, "Aggregate-Plus Theory of Partnership Taxation," see 43 Ga. L. Rev. 717 (2009). For note on 1995 amendments and enactments of Code sections in this chapter, see 12 Ga. St. U. L. Rev. 65 (1995). For comment, "Dissolution of General Partnerships: A Comparison of Georgia Law and the Uniform Partnership Act," see 35 Mercer L. Rev. 381 (1983).

CODE REVISION COMMISSION NOTE ON COMMENTS The comments appearing in this chapter have been prepared under the supervision of the Joint Committee on the Uniform Partnership Act of the Real Property and Corporate and Banking Law Sections of the State Bar of Georgia and are included in the Official Code of Georgia Annotated at the request of these committees. Neither the General Assembly of Georgia nor the Code Revision Commission of the State of Georgia has participated in the drafting of these comments or has reviewed the comments for their content. The comments should not be considered to constitute a statement of legislative intention by the General Assembly of Georgia nor do they have the force of statutory law.

NOTES AS TO COMMENTS The comments in Chapter 8 of Title 14 were prepared for the Joint Committee on the Uniform Partnership Act of the Real Property and Corporate and Banking Law Sections of the State Bar of Georgia by Larry E. Ribstein, Professor of Law, Walter F. George School of Law, Mercer University. Professor Ribstein was Reporter for the Joint Committee. References in the comments to "prior Georgia law" or to a certain specific section of "prior O.C.G.A. § 14-8-_" are to the Georgia partnership law which existed prior to April 1, 1985, the effective date of the Uniform Partnership Act. Citations and references to existing provisions of Georgia law are to the 1984 O.C.G.A. sections.

References in the comments to the "Official UPA" are to the official version of the Uniform Partnership Act (U.L.A.) approved by the National Conference of Commissioners on Uniform State Laws in 1914, as set forth in Volume 6 of Uniform Laws Annotated (West 1969). For additional commentary on the Georgia version of the Uniform Partnership Act, see Revised Report of Joint Committee on the Uniform Partnership Act, published by the Joint Committee on the Uniform Partnership Act of the Real Property and Corporate and Banking Law Sections of the State Bar of Georgia in 1984, and L. Ribstein, "An Analysis of Georgia's New Partnership Law," 36 Mercer L. Rev. 443 (1985).

JUDICIAL DECISIONS

Nature of claim for partnership accounting, dissolution, or injunction.

- No provision in the Georgia Uniform Partnership Act, O.C.G.A. § 14-8-1 et seq., or Georgia Limited Partnership Act, O.C.G.A. § 14-9A-1 et seq. changes a claim for an accounting, dissolution, or injunction into a legal action or grants a partner the right to a jury trial. Williams v. Tritt, 262 Ga. 173, 415 S.E.2d 285 (1992).

Cited in Bloise v. Trust Co. Bank, 170 Ga. App. 405, 317 S.E.2d 249 (1984); Emory Univ. v. Houston, 185 Ga. App. 289, 364 S.E.2d 70 (1987).

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am Jur 2d Partnership § 1.

Status as Partners, 4 POF2d 355.

Existence of Joint Venture, 12 POF2d 295.

Misconduct Warranting Dissolution of Partnership, 24 POF2d 455.

Piercing the Limited Partner Veil, 30 POF3d 249.

- Conflict of laws as to partnership matters, 29 A.L.R.2d 295.

Partnership or joint-venture matters as subject of declaratory judgment, 32 A.L.R.2d 970.

Insurance on life of partner as partnership asset, 56 A.L.R.3d 892.

Civil liability of one partner to another or to the partnership based on partner's personal purchase of partnership property during existence of partnership, 37 A.L.R.4th 494.

Tort action for personal injury or property damage by partner against another partner or the partnership, 39 A.L.R.4th 139.

Joint venture's capacity to sue, 56 A.L.R.4th 1234.

Partnership or joint venture exclusion in contractor's or other similar comprehensive general liability insurance policy, 57 A.L.R.4th 1155.