178.31 Discharge of existing liabilities on dissolution. - Wisconsin Statutes

178.31

178.31 Discharge of existing liabilities on dissolution.

178.31(1)

(1) The dissolution of the partnership does not of itself discharge the existing liability of any partner.

178.31(2)

(2) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between the partner, the partnership creditor and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.

178.31(3)

(3) Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of such obligations.

178.31(4)

(4) The individual property of a deceased partner shall be liable for those obligations of the partnership incurred while the deceased partner was a partner and for which the deceased partner was liable under s. 178.12 but subject to the prior payment of the deceased partner's separate debts.

178.31 - ANNOT.

History: 1993 a. 482; 1995 a. 97.

178.31 - ANNOT.

Notwithstanding an agreement between the partners, both partners were liable for a prior partnership obligation since there was no agreement under sub. (2). Fox Valley Builders Corp. v. Day, 71 Wis. 2d 785, 238 N.W.2d 748 (1976).