N.D. Cent. Code § 45-10.2-70: (804) Power of general partner and person dissociated as general partner to bind partnership after dissolution

1.A limited partnership is bound by an act of a general partner after dissolution which:

a.Is appropriate for winding up the activities of a limited partnership; or

b.Would have bound the limited partnership under section 45-10.2-38 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.

2.A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:

a.At the time the other party enters into the transaction:

(1)Less than two years have passed since the dissociation; and

(2)The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and

b.The act:

(1)Is appropriate for winding up the activities of the limited partnership; or

(2)Would have bound the limited partnership under section 45-10.2-38 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.