Chapter 1779: SURVIVING PARTNERS; JOINT DEBTORS

1779.01 Surviving partners to have appraisement made - hearing by probate court.

Effective January 1, 2010, Chapter 1779 is repealed and no longer governs partnerships. 2008 HB332.

When a member of any partnership in this state dies, the surviving partners, upon the appointment of an executor or administrator for the estate of the deceased partner, forthwith shall apply to the probate court of the county in which the partnership existed, upon first giving notice of the time of the hearing on the application to the executor or administrator, for the appointment of three judicious disinterested appraisers, who shall make out a complete inventory and appraisement of the entire assets of the partnership, together with a schedule of the debts and liabilities of the partnership, and deliver it to the surviving partners, who forthwith shall file it in the probate court of the county in which the appraisers were appointed.

When the executor or administrator for a deceased partner's estate is appointed in a county other than that in which the partnership existed, a certified copy of the inventory and appraisement forthwith shall be filed by the surviving partners in the probate court of that county, and the copy shall be docketed under the settlement of the estate of the deceased partner. When any of the assets of the partnership consist of real estate, the real estate shall be inventoried and appraised upon a separate schedule, which shall be recorded in the record of inventories in that court.

Upon the filing of the inventory and appraisement, the probate court having jurisdiction over the deceased partner's estate forthwith shall set a day, not later than thirty days after the day the inventory and appraisement was filed, for a hearing on it and shall give at least ten days' notice of the hearing, to be served in the manner the court directs, to the surviving partners and to the executor or administrator and to any of the following who are known to be residents of the state and whose place of residence is known:

(A) The surviving spouse of the deceased partner;

(B) Next of kin of the deceased partner;

(C) Beneficiaries under the will of the deceased partner;

(D) The attorneys, if known, representing any of the persons described in divisions (A) to (C) of this section.

The notice may be waived in writing by any of the persons described in divisions (A) to (D) of this section.

For good cause, the hearing may be continued for any time the court considers reasonable. Exceptions to the inventory and appraisement may be filed at any time prior to five days before the date set for the hearing or the date to which the hearing has been continued by any person interested in the estate or in any of the property included in the inventory and appraisement, but the time limit for the filing of exceptions shall not apply in the case of fraud or concealment of assets.

When exceptions are filed, notice of the exceptions and of the time of a hearing on them forthwith shall be given to the persons entitled to notice of the hearing on the inventory and appraisement and shall be served in the manner the court directs, unless waived.

The approval of the inventory and appraisement by the court shall be conclusive for all purposes and shall not be subject to exceptions to the inventory and appraisement of the deceased partner's estate.

Effective Date: 10-08-1992; 2008 HB332 01-01-2010

1779.02 Application by surviving partners for administration.

Effective January 1, 2010, Chapter 1779 is repealed and no longer governs partnerships. 2008 HB332.

If the persons entitled to administer the estate of a deceased partner fail for thirty days after his death to take out letters testamentary or of administration, the surviving partners may make application to the proper court to cause the estate of the deceased partner to be administered.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1779.03 Application by administrator for appraisement.

Effective January 1, 2010, Chapter 1779 is repealed and no longer governs partnerships. 2008 HB332.

If the surviving partners neglect or refuse to have an inventory and appraisement of the partnership assets made as required by sections 1779.01 and 1779.02 of the Revised Code, the administrator or executor for the estate of the deceased partner must have it made in accordance with such sections.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1779.04 Purchase of partnership property by survivors.

Effective January 1, 2010, Chapter 1779 is repealed and no longer governs partnerships. 2008 HB332.

With the approval of the probate court by which the executor or administrator for the estate of a deceased partner was appointed, the surviving partners may take the interest of such deceased partner in the partnership assets, at the appraised value of such interest after the debts and liabilities of the partnership are deducted from such partnership assets, upon giving to the executor or administrator their promissory notes, with good and approved security, in payment for the interest of the deceased partner in the partnership assets. Such notes shall be payable with interest, in not more than nine months from the time the surviving partners elect to take such assets. Such election must be made within thirty days from the date of the approval of the inventory and appraisement by such court.

Effective Date: 09-04-1957; 2008 HB332 01-01-2010

1779.05 Bond of surviving partners electing to purchase - assignment of assets.

Effective January 1, 2010, Chapter 1779 is repealed and no longer governs partnerships. 2008 HB332.

Surviving partners who elect to purchase the interest of a deceased partner in the partnership assets shall give bond to the executor or administrator for the deceased partner's estate, with sureties to the approval of the probate court by which such executor or administrator was appointed, for the payment of the partnership debts and liabilities and for the performance of all contracts for which the partnership is liable.

Such bond must be filed in such probate court. Thereupon the surviving partners shall cause notice of such filing to be published for three consecutive weeks in some newspaper of general circulation in the county wherein such court is located.

An affidavit of a surviving partner, or of a person employed by him to give such notice, if such affidavit is made, filed, and recorded, together with a copy of the notice, in such probate court, within one year after the giving of such bond, shall be admitted as evidence of the time, place, and manner in which the notice was given.

When the interest of such deceased partner in the partnership assets is taken as provided in this section, the executor or administrator for the estate of the deceased partner shall deliver to the surviving partners an assignment of all the right, title and interest of the deceased partner in such partnership assets, and as to partnership real estate in the name of the deceased partner, such executor or administrator shall cause a certificate of transfer of title to issue as provided in section 2113.61 of the Revised Code, or such application for a certificate of transfer of title may be made by the surviving partners as successors in interest.

Effective Date: 09-04-1957; 2008 HB332 01-01-2010

1779.06 Appointment of receiver when survivors refuse to purchase.

Effective January 1, 2010, Chapter 1779 is repealed and no longer governs partnerships. 2008 HB332.

In the event that the surviving partners refuse or neglect to take the interest of a deceased partner in the partnership assets within the time and in the manner provided in sections 1779.04 and 1779.05 of the Revised Code, the executor or administrator for the deceased partner's estate forthwith shall apply to a court of competent jurisdiction for the appointment of a receiver for the partnership, which receiver thereupon must proceed to wind it up and dispose of its assets, in accordance with the statutes governing receivers. The probate court is a court of competent jurisdiction in the appointment and control of such receiver.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1779.07 Settlement of creditors' claims.

Effective January 1, 2010, Chapter 1779 is repealed and no longer governs partnerships. 2008 HB332.

Creditors of a partnership one of whose members has died must present their claims to the surviving partners, who may require satisfactory vouchers in support thereof and an affidavit of the claimant that the claim is justly due, that no payments have been made thereon, and that to his knowledge there are no counterclaims against it, as in the authentication of claims against the estate of a person deceased. Actions on claims against such partnership, not so authenticated and filed, within one year from the publication of the notice required by section 1779.05 of the Revised Code, shall be barred.

Upon payment by the surviving partners of all valid claims against such partnership filed within one year, and so authenticated, such surviving partners must file an account as provided for filing executors' or administrators' accounts. All laws relating to executors' or administrators' accounts and their settlement apply to the accounts of surviving partners. Such account shall contain a list, duly sworn to, of all creditors whose claims were filed within one year, together with the respective amounts of such claims.

Upon settlement of such account, such surviving partners and their sureties shall be discharged from all liability on the bond required by section 1779.05 of the Revised Code.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1779.08 Articles or will may define manner of settlement.

Effective January 1, 2010, Chapter 1779 is repealed and no longer governs partnerships. 2008 HB332.

When the original article of a partnership in force at the death of a partner, or the will of a deceased partner, dispenses with an inventory and appraisement of the partnership assets and with a sale of the deceased partner's interest therein, and provides for a different mode for the settlement of such interest and for a disposition thereof different from that provided for in sections 1779.04 to 1779.06 , inclusive, of the Revised Code, such interest shall be settled and disposed of in accordance with such articles or will.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1779.09 Partner may compromise with firm creditor.

Effective January 1, 2010, Chapter 1779 is repealed and no longer governs partnerships. 2008 HB332.

When a partnership is dissolved, by mutual consent or otherwise, any partner may make a separate composition or compromise with any creditor of the partnership. Such composition or compromise shall be a full and effectual discharge to the debtor who makes it, but to him only, from all liability to the creditor with whom it is made, according to its terms.

Every partner who makes such a composition or compromise may take from the creditor with whom he makes it a note or memorandum, in writing, exonerating him from all individual liability incurred by reason of his connection with the partnership, which note or memorandum may be given in evidence by such partner in bar of such creditor's right of recovery against him. If such liability is by judgment in a court of record in this state, then, on a production to and filing with the clerk thereof, of the note or memorandum, the clerk shall discharge such judgment of record as far as the compromising partner is concerned.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1779.10 Effect upon duties and rights of other partners.

Effective January 1, 2010, Chapter 1779 is repealed and no longer governs partnerships. 2008 HB332.

A compromise or composition with an individual member of a partnership shall not discharge the other partners or impair the right of the creditor to proceed against the members of the partnership who have not been discharged. A partner so proceeded against may counterclaim against the creditor for any demand which could have been counterclaimed for had the suit been brought against all the individuals composing the partnership.

A compromise or discharge of an individual member of a partnership shall not prevent the other members thereof from availing themselves of any defense, except that they shall not set up the discharge of one individual partner as a discharge of the other partners unless it appears that all were intended to be discharged; but the discharge of such partner shall be deemed a payment to the creditor equal to the proportionate interest of the partner discharged in the partnership.

A compromise or composition by a member of a partnership with a creditor of such partnership does not affect the right of the other partners to call on the member who makes it for his ratable portion of such partnership debt.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1779.11 Other joint debtors.

Effective January 1, 2010, Chapter 1779 is repealed and no longer governs partnerships. 2008 HB332.

Sections 1779.09 and 1779.10 of the Revised Code, in reference to partners, shall apply to other joint debtors, who individually may compound or compromise for their joint indebtedness, with the same effect in reference to creditors and to joint debtors of the individual so compromising as is provided in such sections in reference to partners.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1779.12 Application of chapter to partnerships.

(A) This chapter does not govern any partnership on and after the first day of January, 2010.

(B) This chapter does not govern any partnership that is formed on or after the first day of January, 2009. Chapter 1776. of the Revised Code governs any partnership formed on or after that date.

(C) This chapter does not govern any partnership that elects to be governed by Chapter 1776. of the Revised Code pursuant to procedures in division (C) of section 1776.95 of the Revised Code, on and after the date the partnership elects to be governed by that chapter.

Effective Date: 2008 HB332 08-06-2008