Louisiana Civil Code

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CHAPTER 3 - RELATIONS OF THE PARTNERSHIP AND THE PARTNERS WITH THIRD PERSONS

Art. 2814. A partner is a mandatary of the partnership for all matters in the ordinary course of its business other than the alienation, lease, or encumbrance of its immovables. A provision that a partner is not a mandatary does not affect third persons who in good faith transact business with the partner. Except as provided in the articles of partnership, any person authorized to execute a mortgage or security agreement on behalf of a partnership shall, for purposes of executory process, have authority to execute a confession of judgment in the act of mortgage or security agreement without execution of the articles of partnership by authentic act. [Acts 1980, No. 150, §1. Amended by Acts 1981, No. 888, §1; Acts 1989, No. 137, §16, eff. Sept. 1, 1989]

Art. 2815. A provision that a partner shall not participate in losses does not affect third persons. [Acts 1980, No. 150, §1]

Art. 2816. An obligation contracted for the partnership by a partner in his own name binds the partnership if the partnership benefits by the transaction or the transaction involves matters in the ordinary course of its business. If the partnership is so bound, it can enforce the contract in its own name. [Acts 1980, No. 150, §1]

Art. 2817. A partnership as principal obligor is primarily liable for its debts. A partner is bound for his virile share of the debts of the partnership but may plead discussion of the assets of the partnership. [Acts 1980, No. 150, §1]

 

CHAPTER 4 - CESSATION OF MEMBERSHIP

 

SECTION 1 - CAUSES OF CESSATION

Art. 2818. A. A partner ceases to be a member of a partnership upon: his death or interdiction; his being granted an order for relief under Chapter 7 or confirmation of a plan of liquidation or the appointment of a trustee of his estate under Chapter 11 of the Bankruptcy Code; his interest in the partnership being seized and not released as provided in Article 2819; his expulsion from the partnership; or his withdrawal from the partnership.

B. A partner also ceases to be a member of a partnership in accordance with the provisions of the contract of partnership. [Acts 1980, No. 150, §1; Acts 2004, No. 827, §1]

Art. 2819. A partner ceases to be a member of a partnership if his interest in the partnership is seized under a writ of execution and is not released within thirty days. The cessation is retroactive to the date of seizure. [Acts 1980, No. 150, §1]

Art. 2820. A partnership may expel a partner for just cause. Unless otherwise provided in the partnership agreement, a majority of the partners must agree on the expulsion. [Acts 1980, No. 150, §1]

Art. 2821. If a partnership has been constituted for a term, a partner may withdraw without the consent of his partners prior to the expiration of the term provided he has just cause arising out of the failure of another partner to perform an obligation. [Acts 1980, No. 150, §1]

Art. 2822. If a partnership has been constituted without a term, a partner may withdraw from the partnership without the consent of his partners at any time, provided he gives reasonable notice in good faith at a time that is not unfavorable to the partnership. [Acts 1980, No. 150, §1]

 

SECTION 2 - EFFECTS OF CESSATION OF MEMBERSHIP AND RIGHTS OF THE FORMER PARTNER

Art. 2823. The former partner, his successors, or the seizing creditor is entitled to an amount equal to the value that the share of the former partner had at the time membership ceased. [Acts 1980, No. 150, §1]

Art. 2824. If a partnership continues to exist after the membership of a partner ceases, unless otherwise agreed, the partnership must pay in money the amount referred to in Article 2823 as soon as that amount is determined together with interest at the legal rate from the time membership ceases. [Acts 1980, No. 150, §1]

Art. 2825. If there is no agreement on the amount to be paid under Articles 2823 and 2824, any interested party may seek a judicial determination of the amount and a judgment ordering its payment. [Acts 1980, No. 150, §1]

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