2006 Nebraska Revised Statutes - § 67-315 — Partner\'s liability; limitations.

Section 67-315
Partner's liability; limitations.

(1) Except as provided in subsection (2) of this section, all partners are liable:

(a) Jointly and severally for everything chargeable to the partnership under sections 67-313 and 67-314; and

(b) Jointly for all other debts and obligations of the partnership; but any partner may enter into a separate obligation to perform a partnership contract.

(2) Subject to subsection (3) of this section, a partner in a registered limited liability partnership is not liable directly or indirectly, including by way of indemnification, contribution, assessment, or otherwise, for debts, obligations, and liabilities of or chargeable to the partnership or another partner or partners, whether in tort, contract, or otherwise, arising from omissions, negligence, wrongful acts, misconduct, or malpractice performed or committed while the partnership is a registered limited liability partnership and in the course of the partnership business by another partner or an employee, agent, or representative of the partnership.

(3) Subsection (2) of this section shall not affect the liability of a partner in a registered limited liability partnership for his or her own omissions, negligence, wrongful acts, misconduct, or malpractice or that of any person under the direct supervision and control of the partner.

(4) A partner in a registered limited liability partnership is not a proper party to a proceeding by or against a registered limited liability partnership if the object of the proceeding is to recover damages or enforce the obligations arising out of the omissions, negligence, wrongful acts, misconduct, or malpractice of the type described in subsection (2) of this section unless the partner is personally liable under subsection (3) of this section.

Source:

Laws 1943, c. 143, § 15, p. 491

R.S.1943, § 67-315

Laws 1996, LB 681, § 205

Termination date January 1, 2001

Annotations:

Pursuant to subsection (b) of this section, absent any agreement among the partners and partnership creditors of the type specified in section 67-336, a partner's liability is unaffected by dissolution. Robertson v. Southwood, 233 Neb. 685, 447 N.W.2d 616 (1989).

The restriction in the partnership agreement was an attempt to negate the rule that general partners are jointly liable for the debts and obligations of the partnership. The partners were attempting to obtain the benefits of a corporation without complying with the statutory requirements for forming one. If the agreement was valid, there was no general partner because no partner was to be liable for all the debts of the partnership. Security State Bank v. Gugelman, 230 Neb. 842, 434 N.W.2d 290 (1989).

The partnership or every member of the partnership is vicariously liable for the torts committed by one of the partners acting in the scope of the business. Martinez v. Koelling, 228 Neb. 1, 421 N.W.2d 1 (1988).

~Reissue Revised Statutes of Nebraska