The Liability of a Partner Joining a Civil Law Partnership for the Obligations of This Partnership Existing at the Time of Accession

Abstract

This author deals with the controversial issue, both in doctrine and jurisprudence, of whether a partner joining a civil law partnership is liable for the obligations of this part-
nership at the time of joining it. There have been many opinions within the legal doctrine on this subject, also in recent years. They did not lead to the settlement of the dispute. The author aims to develop the previously emerging concept that the key to the resolution is to
refer to the content of Art. 554 of the Civil Code used – depending on the situation – either directly or analogously.
The liability of such a partner would be limited, narrower than in the case of the liability of other partners. This would be a compromise between the existing positions. At the same time, it would not worsen the situation of creditors who can always seek satisfaction of their claims in the assets of partners who had been such at the time when the debt emerged, and therefore whose situation is not worsened by accession. On the other hand, in such a situation, the postulate that the acceding partner should not be burdened with liability “for activities over which he had no influence and of a size that he could not take into account” remains fulfilled. Such a partner will be responsible to the extent that he knew or should have known at the time of submitting the declaration of will to join the partnership.