(1) A conversion or merger under this act does not discharge any liability under ss. 620.8306 and 620.8703 of a person that was a partner in or dissociated as a partner from a converting or constituent partnership, but:

(a) The provisions of this act pertaining to the collection or discharge of the liability continue to apply to the liability.

(b) For the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent partnership.

(c) If a person is required to pay any amount under this subsection:

1. The person has a right of contribution from each other person that was liable as a partner under s. 620.8306 when the obligation was incurred and has not been released from the obligation under s. 620.8703.

2. Any such rights of contribution and the relative amounts of contribution shall be determined and settled in the same manner as provided in s. 620.8807(3).

(2) In addition to any other liability provided by law:

(a) A person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership that was not a limited liability partnership is personally liable on a transaction entered into by the converted or surviving organization with a third party after the conversion or merger becomes effective, if, at the time the third party enters into the transaction, the third party:

1. Does not have notice of the conversion or merger.

2. Reasonably believes that:

a. The converted or surviving business is the converting or constituent partnership.

b. The converting or constituent partnership is not a limited liability limited partnership.

c. The person is a partner in the converting or constituent partnership.

(b) A person that was dissociated as a partner from a converting or constituent partnership before the conversion or merger became effective is personally liable on a transaction entered into by the converted or surviving organization with a third party after the conversion or merger becomes effective, if:

1. Immediately before the conversion or merger became effective the converting or surviving partnership was not a limited liability partnership.

2. At the time the third party enters into the transaction fewer than 2 years have passed since the person dissociated as a partner, and the third party:

a. Does not have notice of the dissociation.

b. Does not have notice of the conversion or merger.

c. Reasonably believes that the converted or surviving organization is the converting or constituent partnership, the converting or constituent limited partnership is not a limited liability partnership, and the person is a partner in the converting or constituent partnership.

History.—s. 22, ch. 2005-267.