2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 8 - Partnerships
§ 14-8-15. Liability of Partners

1. Except as provided in subsection (b) of this Code section, all partners are jointly and severally liable for all debts, obligations, and liabilities of the partnership.
2. Subject to subsection (c) of this Code section and to any contrary agreement among the partners, a partner in a limited liability partnership is not individually liable or accountable either directly or indirectly by way of indemnification, reimbursement, contribution, assessment, or otherwise for any debts, obligations, or liabilities of or chargeable to the partnership or another partner, whether arising in tort, contract, or otherwise, that are incurred, created, or assumed while such partnership is a limited liability partnership, solely by reason of being such a partner or acting or omitting to act in such capacity or otherwise participating in the conduct of the activities of the limited liability partnership. Notwithstanding the provisions of this subsection, a partner may be personally liable for tax liabilities arising from the operation of the limited liability partnership as provided in Code Section 48-2-52.
3. Subsection (b) of this Code section shall not affect the liability of a partner in a limited liability partnership or the liability of the limited liability partnership for such partner's own errors, omissions, negligence, malpractice, wrongful acts, incompetence, or misconduct.
4. A partner in a limited liability partnership is not a proper party to a proceeding if the object of the proceeding is to hold such partner liable either directly or indirectly by way of indemnification, reimbursement, contribution, assessment, or otherwise for liabilities for which such partner is not liable by reason of the provisions of this Code section.

(Code 1981, §14-8-15, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1995, p. 470, § 3; Ga. L. 2001, p. 984, § 2.)

- For article, "The Georgia LLC Act Comes of Age," see 16 (No. 1) Ga. St. B. J. 20 (2010). For annual survey of law on business associations, see 62 Mercer L. Rev. 41 (2010). For article, "2013 Georgia Corporation and Business Organization Case Law Developments," see 19 Ga. St. B. J. 28 (April 2014). For note on the 2001 amendment to O.C.G.A. § 14-8-15, see 18 Ga. St. U. L. Rev. 294 (2001).

Note to Uniform Partnership Act This section provides that all partners are liable for partnership debts and that the nature of their liability is joint and several.

Prior Georgia Law Partners were individually liable for partnership debts pursuant to prior O.C.G.A. § 14-8-22. The nature of the partner's individual liability was not specified.

Official UPA Official Section 15 provides for joint liability for partnership debts and obligations other than those chargeable to the partnership under §§ 13 and 14. The liability for debts chargeable under the latter two sections is joint and several. With respect to the effect of this change, the requirement that all partners be joined in the original suit pursuant to O.C.G.A. § 9-2-26 and9-13-59 may only apply to joint, rather than joint and several, liability. See Peach Motor Express Co. v. Salmon, 73 Ga. App. 816, 38 S.E.2d 302 (1946); Thompson v. Harris, 7 Ga. App. 212, 66 S.E. 629 (1909). Also, O.C.G.A. § 13-4-80, which provides for the release of one joint debtor by the release of another may not apply to joint and several obligations. See Hubert v. Lawson, 146 Ga. App. 698, 247 S.E.2d 223 (1978). But see Zimmerman's, Inc. v. McDonough Construction Co., 240 Ga. 317, 240 S.E.2d 864 (1977).

Cross-References The scope of partnership liability for partnership acts: §§ 14-8-9,14-8-13 and14-8-14. Liability of partner by estoppel: § 14-8-16. Liability of incoming partner: §§ 14-8-17 and14-8-41(c). Partners' rights to indemnification by the partnership: § 14-8-18(2). Partners' duty to contribute toward partnership liabilities: §§ 14-8-18(1),14-8-40(4)-(7) and14-8-36(d). Priorities among creditors of the partnership and of individual partners: §§ 14-8-36(d) and14-8-40(8)-(9). Effect of dissolution on partner's liability: § 14-8-36.

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, decisions under former Civil Code 1910, § 4588, former Code 1933, §§ 75-103, 75-104, 75-206 and former Code Sections 14-8-22 and 14-8-41, in effect prior to the 1984 repeal and reenactment of this chapter, are included in the annotations to this Code section.

- Whatever may be interest of parties, and whether they be in fact partners under the bargain or not, they will be liable, as such, if they so act as to hold themselves out to the world as such; thus, credit extended to a firm on faith of representations by a person that the person is interested in the bargain will create debt against the person as a partner. Pope v. Triangle Chem. Co., 157 Ga. App. 386, 277 S.E.2d 758 (1981) (decided under former Code 1933, § 75-104).

- A partner in a joint venture is liable for the wrongful acts of its partner committed in the ordinary course of business of the joint venture and cannot avoid this liability by an agreement between the partners that one of the partners will carry out the business of the joint venture as an independent contractor. Block v. Woodbury, 211 Ga. App. 184, 438 S.E.2d 413 (1993).

- When the partner who actually committed a tort dies before action is brought, whether or not such death abates the cause of action as related to individual liability of the dead partner or the partner's estate, it does not affect the liability of the partnership or of the other partner. Rogers v. Carmichael, 184 Ga. 496, 192 S.E. 39 (1937) (decided under former Code 1933, § 75-103).

- Factual question, precluding summary judgment, was raised as to whether physician's allegedly slanderous statements about a nurse-midwife were made either in the ordinary course of the business of a professional partnership or with the authority of the physician's partners. Sweeney v. Athens Regional Medical Ctr., 709 F. Supp. 1563 (M.D. Ga. 1989).

- When copartnership entailed loss and none of copartnership debts had been paid, no right of contribution arose, and no right to set off partnership liabilities against a suit on a note by one of the partners against the other partners. Brinson v. Franklin, 177 Ga. 727, 171 S.E. 287 (1933) (decided under former Civil Code 1910, § 4588).

- Adjudication of partnership as bankrupt, followed by discharge in bankruptcy, would not relieve or discharge one of partners from the partner's individual liability for partnership debts, since the partner personally was not adjudicated or discharged as bankrupt. Rowland v. Lovett, 45 Ga. App. 123, 163 S.E. 511 (1932) (decided under former Civil Code 1910).

- A company that had obtained a default judgment against a general partnership and one of its partners in a suit alleging breach of contract and negligent construction, was entitled, under O.C.G.A. § 14-8-15, to summary judgment in a subsequent suit against the remaining partners because they were jointly and severally liable for the judgment against the partnership. J.T. Turner Constr. Co. v. Summerour, 301 Ga. App. 323, 687 S.E.2d 612 (2009).

- As it was error to find the existence of a partnership between a business owner and an alleged partner, as the business was not included in any partnership agreement, described in any recorded statement, or acquired in a partnership name, when the business sold, and the owner effectuated the sale in an individual capacity, the owner, and not the alleged partner or partnership entity, remained liable as an individual guarantor on the sale. Yun v. Um, 277 Ga. App. 477, 627 S.E.2d 49 (2006).

- If there is joint liability by two or more partners, joint judgment may be rendered, and the respective liabilities of the defendants may be adjudged. Johnson v. Townsend, 192 Ga. 522, 15 S.E.2d 790 (1941) (decided under former Code 1933, § 75-206).

Cited in Young v. Higingbotham, 226 Ga. App. 164, 486 S.E.2d 382 (1997); Southcom Group, Inc. v. Plath, 257 Ga. App. 46, 570 S.E.2d 341 (2002); Davis v. Crescent Holdings & Invs., LLC, 336 Ga. App. 378, 785 S.E.2d 51 (2016).

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 345 et seq.

- 68 C.J.S., Partnership, §§ 204, 225 et seq.

- Actions at law between partners and partnerships, 58 A.L.R. 621; 168 A.L.R. 1088.

Right of other partners or partnership creditors in respect of insurance on interest of one of the partners, 61 A.L.R. 1201.

Liability of special partner who has withdrawn his capital, to creditors of the firm, 67 A.L.R. 1096.

Profession at time of act or contract to be acting for another as a necessary condition of its ratification by latter, 124 A.L.R. 893.

Partnership as distinguished from employment (where rights of parties inter se or their privies are concerned), 137 A.L.R. 6.

Judgment for or against partner as res judicata in favor of or against copartner not a party to the judgment, 11 A.L.R.2d 847.

Constructive trust in favor of partnership where one partner purchases real estate with his own funds, 44 A.L.R.2d 519.

Dismissal, discontinuance, or nonsuit as to some defendants in contract action against partnership or partners as affecting others, 44 A.L.R.2d 580.

Necessity and manner of pleading denial of partnership in action by third person against alleged partners, 68 A.L.R.2d 545.

Rights as to business unfinished or fees uncollected upon withdrawal or death of partner in law firm, 78 A.L.R.2d 280.

Liability of partners or partnership for libel, 88 A.L.R.2d 474.