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Contract Liability to Third Parties

Under the UPA, partners are jointly liable for contractual liability of the partnership. The RUPA modifies this provision so that partners are jointly and severally liable for the contractual liability of the partnership. The difference between the two types of liability is really procedural. If partners are jointly liable, all of the partners must be sued at the same time, and omission of a partner means that the suit must be dropped. By comparison, if partners are jointly and severally liable, suits may proceed against individual partners even if some partners are omitted from the suit.


Inside Contract Liability to Third Parties