Notes in Law 61

When liabilities of dissolved partnership are also liabilities of the person or partnership continuing the
business (Art. 1840)

1. When a partner is admitted into an existing partnership

2. When a partner retires and assigns (or the representative of a deceased partner assigns) his
rights in partnership property to two or more partners, or to one or more of the partners and
one or more third persons

3. When all but one partner retire and assign (or the representative of a deceased partner assigns)
their rights in partnership property to the remaining partner, who continues the business
without liquidation of partnership affairs, either alone or with others

4. When any partner retires or dies and the business of the dissolved partnership is continued,
with the consent of the retired partner or the representative of the deceased partner, but
without any assignment of his right in specific partnership property

5. When all the partners or their representative assign their rights in partnership property to one
or more third persons who promise to pay debts and who continue the dissolved partnership

6. When any partner wrongfully causes the dissolution of the partnership and the remaining
partners continue the business without liquidation of partnership affairs

7. when a partner is expelled and the remaining partners continue the business either alone or
with others without liquidation of the partnership affairs

Rights of partner who retires or the legal representative of a deceased partner if business is continued
without settlement of accounts (Art. 1841)

1. To have the value of the interest of the retiring or deceased partner ascertained as of the date
of dissolution

2. To receive as ordinary creditor an amount equal to value of his interest in the dissolved
partnership with interest, or at his option, in lieu of the interest on such value, the profits
attributable to the use of his right in the property of the dissolved partnership

Preference of partnership creditors

                Partnership creditors enjoy a prior right as against the separate creditors of a retiring or
deceased partner with respect to the claim of a retiring partner or of a deceased partner’s legal
representative (Arts. 1840 and 1841)

Right to accounting (Art. 1842)

                Any partner or the legal representative of a deceased partner has a right to an accounting of his
interest against the following:

1. Winding up partners
 2. The surviving partners

3. The person or partnership continuing the business