N.H. Rev. Stat. Ann. § 304

Section 304-A:12 imputes a partner's knowledge of partnership affairs to the partnership, except when the partner commits or consents to fraud on the partnership.

Invest Almaz v. Temple-Inland Forest Products Corp. · filed 2001-03-16A:12

We think it clear that section 304-A:12, which specifically concerns the imputation of knowledge to a partnership, governs here.

Section 304-A:21 requires a general partner to account for partnership benefits and hold partnership profits and property for the partnership and its partners.

Estate of Lunt v. Gaylor · filed 2005-08-04

As general partner, Gaylor had a fiduciary duty6 to "account to the partnership for any benefit, and hold as trustee for it any profits derived by him without consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property." N.H. Rev. Stat. Ann. § 304-A:21; see also N.H. Rev. Stat Ann. § 304-B:24 (subjecting general partner to same liability as partner in a partnership without limited powers). ... As a matter of law, the theft of Partnership funds is a breach of the fiduciary duty to account for and hold Partnership assets for the benefit of the partners. Thus, Gaylor is estopped from challenging this conclusion in the civil case.

Under New Hampshire’s LLC statutes, a member has no ownership interest in company property; administrative dissolution leaves the LLC in existence only to wind up its affairs, including prosecuting and defending suits, and does not transfer its claims to the member, while distributions to a member-creditor require a prior certificate of dissolution.

Beane v Beane · filed 2011-01-24

New Hampshire law expressly provides that, while “[a] limited liability interest is intangible personal property,” an individual “member has no interest in limited liability company property.” N.H. Rev. Stat. Ann. § 304-C:45. So Alan has no ownership interest in any of Mii’s property, including its claims against Glenn. ... First, while Mii was administratively dissolved by the New Hampshire Secretary of State in 2007, that action did not terminate its existence, but prohibited it from “carry[ing] on any business except that necessary to wind up and liquidate its business and affairs,” N.H. Rev. Stat. Ann. § 304-C:53, I I , including to “[p]rosecute and defend suits,” id. § 304-C:56, II(a); ... Mii’s dissolution, then, did not simply drop its claims against Glenn into Alan’s lap: at most, it allowed him to bring those claims “in the name o f , and for and on behalf o f , the limited liability company.” N.H. Rev. Stat. Ann. § 304-C:56, II(a). ... While New Hampshire law authorizes the distribution of a limited liability company’s assets to “members who are creditors in satisfaction of [its] liabilities,” that cannot occur without the prior issuance of a certificate of dissolution from the Department of Revenue. Id. §§ 304-C:58, I-II(a).

Section 304-C:31 imposes liability for company actions only when a member or manager acts with gross negligence or willful misconduct, and its member-specific duties do not extend to a former member or manager.

Beane v. Beane · filed 2012-03-01IV-V(b)(2)

By their terms, however, those provisions apply only to a “member,” not to a former member. See N.H. Rev. Stat. Ann. §§ 304-C:31, IV-V. ... Thus, by its terms at least, § 304-C:31, V(b)(2) does not apply to Glenn’s dealings with Lovejoy after he left Mii, because he was no longer a “member” at that point. ... Nor, for that matter, does § 304-C:31, IV, which, as just discussed, imposes liability on a “member or manager”--not a former member or former manager--for gross negligence or willful misconduct.

An LLC's debts and contractual liabilities belong solely to the LLC, and a member or manager is not personally liable for them solely because of membership or management.

Cheng v. Shore Club Hotel Condominiums, et al. · filed 2013-07-01C:23, I

The New Hampshire law pertaining to limited liability companies provides that the “debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the limited liability company,” and “[n]o member or manager of a limited liability company shall be obligated personally for any such debt, obligation, or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company.” N.H. Rev. Stat. Ann. § 304-C:23, I . The New Hampshire Supreme Court has explained that under this statute, “[a] member of an LLC generally is not liable for . . . contractual obligations acquired by the LLC.” Mbahaba v . Morgan, 163 N.H. 5 6 1 , 565 (2012) (citation omitted). To the extent Teng seeks to hold Bellemore liable due to his status as a member of 419, then, the statute precludes her from doing s o .

Section 304-C:186 makes New Hampshire the mandatory venue for covered disputes between LLC members and managers unless the operating agreement provides otherwise, but another state’s court cannot enforce that venue rule against transitory claims; § 304-C:59 only allocates jurisdiction between New Hampshire courts and does not require filing in New Hampshire.

Jung v. El Tinieblo International, Inc. · filed 2022-10-31C:186; C:59

Section 186 is a mandatory statutory venue provision. This Court cannot enforce Section 186. ... It follows that Section 59 has no bearing on Delaware’s jurisdiction over this case.

Section 304-A:8(II) treats property acquired with partnership funds as partnership property unless a contrary intention appears, but the rule cannot resolve ownership when the record does not show that partnership funds were used.

Rodolakis v. Pedone (In Re Belba) · filed 1998-11-04II

Section 8 comes the closest, providing in part as follows: “Unless the contrary intention appears, property acquired with partnership funds is partnership property.” ... Neither the stipulation of facts nor the agreed set of exhibits indicates whether the Jackson property was acquired with partnership funds. Section 304-A:8 is therefore of no help.

Section 304-A:15 makes general partners personally liable for partnership debts, including the shortfall between partnership assets and liabilities.

In Re R & R Associates of Hampton, Debtor. Dennis Bezanson, Trustee of the Estate of R & R Associates of Hampton v. Thomas J. Thomas, Jr. · filed 2005-03-31

Under New Hampshire law, Gaudette and Choate unquestionably were liable for the shortfall between R & R’s assets and liabilities. See N.H.Rev.Stat. Ann. § 304-A:15.

Section 304-A:5 requires a partnership to be voluntary and based on an agreement between the parties.

Contour Design, Inc. v. Chance Mold Steel Co. · filed 2011-05-12A:5

Under New Hampshire law (which both parties have taken to control this issue), a partnership “must be voluntary and must be based on an agreement between the parties.” ... Here, the written manufacturing agreement between Contour and Chance specifically states that their relationship “shall be that of an independent contractor.... Any action or act committed by [Chance] shall not be attributed to [Contour].” This unambiguously establishes that the parties were not engaged in a partnership.