(a) Power to bind.--After a person is dissociated as a general partner and before the limited partnership is merged or divided out of existence, converted or domesticated under Chapter 3 (relating to entity transactions) or dissolved, the partnership is bound by an act of the person only if: (1) the act would have bound the partnership under section 8642 (relating to general partner agent of limited partnership) before the dissociation; and (2) at the time the other party enters into the transaction: (i) less than two years have passed since the dissociation; and (ii) the other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner. (b) Liability.--If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the partnership to be bound is liable: (1) to the partnership for any damage caused to the partnership arising from the obligation incurred under subsection (a); and (2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general the partnership arising from the obligation incurred under subsection (a); and (2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
Pennsylvania Legal Code