Page:United States Statutes at Large Volume 76A.djvu/293

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–197–

-197(5) war, or the prohibition of commercial intercourse between the country in which one partner resides and that in which another resides; or (6) a judgment of dissolution. § 3053. Partial dissolution A general partnership may be dissolved, as to himself only, by the expressed will of any partner, notwithstanding his agreement for its continuance, subject, however, to liability to his copartners for any damage caused to them thereby, unless the circumstances are such as entitle him to a judgment of dissolution. § 3054. Partner entitled to dissolution A general partner is entitled to a judgment of dissolution when: (1) he, or another partner, becomes legally incapable of contracting; (2) another partner fails to perform his duties under the agreement of partnership, or is guilty of serious misconduct; or (3) the business of the partnership can be carried on only at a permanent loss. § 3055. Notice of termination The liability of a general partner for the acts of his copartners continues, even after a dissolution of the copartnership, in favor of persons who have had dealings with and given credit to the partnership during its existence, until they have had personal notice of the dissolution; and in favor of other persons until the dissolution has been advertised in a newspaper printed in English and of general circulation in the Canal Zone, to the extent in either case to which the persons part with value in good faith, and in the belief that the partner is still a member of the firm. § 3056. Notice by change of name A change of the partnership name, which plainly indicates the withdrawal of a partner, is sufficient notice of the fact of the withdrawal to all persons to whom it is communicated; but a change in the name, which does not contain such an indication, is not notice of the withdrawal of any partner. Subchapter VI—Liquidation § 3081. Powers of partners after dissolution After the dissolution of a partnership, the powers and authority of the partners are such only as are prescribed by this subchapter. § 3082. Partners who may and may not act in liquidation (a) Except as provided in subsection (b) of this section, any member of a general partnership may act in liquidation of its affairs. (b) If the liquidation of a partnership is committed, by consent of all the partners, to one or more of them, the others have no right to act therein; but their acts are valid in favor of persons parting with value, in good faith, upon credit thereof.