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Session Laws, 1995
Volume 793, Page 2616   View pdf image
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Ch. 439                                    1995 LAWS OF MARYLAND

Article - Corporations and Associations

9-307.

(a) Except as provided in subsection (b) of this section, all partners are liable:

(1)     Jointly and severally for everything chargeable to the partnership under
§§ 9-305 and 9-306; and

(2)    Jointly for all other debts and obligations of the partnership; but any
partner may enter into a separate obligation to perform a partnership contract.

[(b) Subject to the provisions of subsection (c) of this section, a partner of a
partnership registered as a limited liability partnership is not liable for any debts and
obligations of the partnership that arise from a negligent or wrongful act or omission of
another partner or an employee or agent of the partnership occurring while the
partnership is a limited liability partnership.]

(B) SUBJECT TO THE PROVISIONS OF SUBSECTION (C) OF THIS SECTION, A
PARTNER OF A PARTNERSHIP REGISTERED AS A LIMITED LIABILITY PARTNERSHIP
IS NOT LIABLE OR ACCOUNTABLE, DIRECTLY OR INDIRECTLY, INCLUDING BY WAY
OF INDEMNIFICATION, CONTRIBUTION, OR OTHERWISE, FOR ANY DEBTS,
OBLIGATIONS, OR LIABILITIES OF OR CHARGEABLE TO THE PARTNERSHIP OR
ANOTHER PARTNER, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE,
WHICH ARE INCURRED, CREATED, OR ASSUMED BY THE PARTNERSHIP WHILE THE
PARTNERSHIP IS A REGISTERED LIMITED LIABILITY PARTNERSHIP SOLELY BY
REASON OF BEING A PARTNER IN THE PARTNERSHIP OR ACTING OR OMITTING TO
ACT IN SUCH CAPACITY OR RENDERING PROFESSIONAL SERVICES OR OTHERWISE
PARTICIPATING, AS AN EMPLOYEE, CONSULTANT, CONTRACTOR, OR OTHERWISE, IN
THE CONDUCT OF THE BUSINESS OR ACTIVITIES OF THE PARTNERSHIP.

(c) Subsection (b) of this section shall not affect:

(1) The liability of a partner of a limited liability partnership for debts and
obligations of the partnership that arise from any negligent or wrongful act or omission of
the partner or of another partner, employee, or agent of the partnership if the partner is
negligent in appointing[,] OR DIRECTLY supervising[, or cooperating with] the other
partner, employee, or agent;

[(2) The liability of a partner for any debts or obligations of the partnership
arising from any cause other than those specified in subsection (b) of this section;]

[(3)] (2) The liability of the partnership for all its debts and obligations or
the availability of the entire assets of the partnership to satisfy its debts and obligations;
or

[(4)](3) The liability of a partner for debts and obligations of the
partnership, whether in contract or in tort, that arise from or relate to a contract made by
the partnership prior to its registration as a limited liability partnership, unless the
registration was consented to in writing by the party to the contract that is seeking to
enforce the debt or obligation.

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Session Laws, 1995
Volume 793, Page 2616   View pdf image
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