D.C. Code § 29-710.08: Power of general partners and persons dissociated as general partners to bind limited partnership after merger.

(a)

An act of a person that immediately before a merger became effective was a general partner in a constituent limited partnership shall bind the surviving limited partnership after the merger becomes effective if:

(1)

Before the merger became effective, the act would have bound the constituent limited partnership under § 29-704.02; and

(2)

At the time the third party enters into the transaction, the third party:

(A)

Does not have notice of the merger; and

(B)

Reasonably believes that the surviving business is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.

(b)

An act of a person that before a merger became effective was dissociated as a general partner from a constituent limited partnership shall bind the surviving limited partnership after the merger becomes effective if:

(1)

Before the merger became effective, the act would have bound the constituent limited partnership under § 29-704.02 if the person had been a general partner; and

(2)

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

(A)

Does not have notice of the dissociation;

(B)

Does not have notice of the merger; and

(C)

Reasonably believes that the surviving limited partnership is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.

(c)

If a person having knowledge of the merger causes a surviving limited partnership to incur an obligation under subsection (a) or (b) of this section, the person shall be liable:

(1)

To the surviving limited partnership for any damage caused to the surviving limited partnership arising from the obligation; and

(2)

If another person is liable for the obligation, to that other person for any damage caused to that other person arising from that liability.