Section 358.371

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 358

Effective - 24 Jun 1997, see footnote   

  358.371.  Disposal of claims, notice of dissolution. — 1.  A dissolved partnership may dispose of the known claims against it in accordance with this subsection and subsection 2 of this section.  The dissolved partnership shall notify its known claimants in writing of the dissolution at any time after its effective date.  The written notice shall:

  (1)  Describe information that must be included in a claim;

  (2)  Provide a mailing address where a claim may be sent;

  (3)  State the deadline, which may not be fewer than ninety days from the effective date of the written notice, by which the dissolved partnership must receive the claim; and

  (4)  State that the claim will be barred if not received by the deadline.

  2.  Notwithstanding any provision of law to the contrary, including laws regarding permissibility of third-party claims, a claim against a partnership dissolved without fraudulent intent is barred if either of the following occurs:

  (1)  A claimant who was given notice pursuant to subsection 1 of this section does not deliver the claim to the dissolved partnership by the deadline; or

  (2)  A claimant whose claim was rejected by the dissolved partnership does not commence a proceeding to enforce the claim within one hundred twenty days from the date of the rejection notice.  

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For the purposes of this subsection, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

  3.  A dissolved partnership may dispose of the unknown claims against it by filing a notice of winding up in accordance with this subsection and subsection 4 of this section.  The notice of winding up shall:

  (1)  Contain a request that persons with claims against the partnership present them in accordance with the notice of winding up;

  (2)  Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

  (3)  State that a claim against the partnership will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.

  4.  Notwithstanding any provision of law to the contrary, including laws regarding permissibility of third-party claims, if a partnership dissolved without fraudulent intent files a notice of winding up in accordance with subsection 3 of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved partnership within three years after the date the notice of winding up was filed:

  (1)  A claimant who did not receive written notice pursuant to subsection 1 of this section;

  (2)  A claimant whose claim was timely sent to the dissolved partnership but not acted on; or

  (3)  A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

  5.  A claim may be enforced pursuant to this section:

  (1)  Against the dissolved partnership, to the extent of its undistributed assets; or

  (2)  If the assets have been distributed in liquidation, against a partner of the dissolved partnership to the extent of the partner's pro rata share of the claim or the partnership assets distributed to the partner in liquidation, whichever is less, but a partner's total liability for all claims pursuant to this section shall not exceed the total amount of assets distributed to the partner in liquidation.

  6.  For the purposes of this section, "fraudulent intent" shall be established if it is shown that the sole or primary purpose of the dissolution was to defraud partners, creditors or others.

  7.  Notwithstanding any other provision of this chapter to the contrary, except as provided in subsection 8 of this section, a claim against a partnership dissolved pursuant to this chapter for which claim the partnership has a contract of insurance which will indemnify the partnership for any adverse result from such claim:

  (1)  Is not subject to the provisions of subsections 1 to 6 of this section and may not be barred by compliance with subsections 1 to 6 of this section;

  (2)  May be asserted at any time within the statutory period otherwise provided by law for such claims;

  (3)  May be asserted against, and service of process had upon, the dissolved or dissolving partnership for whom the court, at the request of the party bringing the suit, shall appoint a defendant ad litem.

  8.  Judgments obtained in suits filed and prosecuted pursuant to subsection 7 of this section shall only be enforceable against one or more contracts of insurance issued to the partnership, its officers, directors, agents, servants or employees, indemnifying them, or any of them, against such claims.

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(L. 1997 H.B. 655 merged with S.B. 170)

Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)