Art. 1840. In the following cases creditors of the dissolved partnership are also creditors of theperson or partnership continuing the business.(1)When any new partner is admitted into an existing partnership, or when any partner retiresand assigns (or the representative of the deceased partner assigns) his rights in partnershipproperty to two or more of the partners, or to one or more of the partners and one or morethird persons, if the business is continued without liquidation of the partnership affairs;(2) When all but one partner retire and assign (or the representative of a deceased partnerassigns) their rights in partnership property to the remaining partner, who continues thebusiness without liquidation of partnership affairs, either alone or with others.(3)When any partner retires or dies and the business of the dissolved partnership is continuedas set forth in Nos. 1 and 2 of this article with the consent of the retired partners or therepresentative of the deceased partner, but without any assignment of his right inpartnership property.(4)When all the partners or their representatives assign their rights in partnership property toone or more third persons who promise to pay the debts and who continue the business ofthe dissolved partnership;(5)When any partner wrongfully causes a dissolution and the remaining partners continue thebusiness under the provisions of Article 1837, second paragraph, No. 2, either alone or withothers , and without liquidation of the partnership affairs;(6) When a partner is expelled and the remaining partners continue the business either aloneor with others without liquidation of the partnership affairs.The liability of a third person becoming a partner in the partnership continuing the business,under this article, to the creditors of the dissolved partnership shall be satisfied out of thepartnership property only unless there be a stipulation to the contrary.
When the business of a partnership after dissolution is continued under any conditions set forthin this article the creditors of the dissolved partnership, as against the separate creditors of theretiring or deceased partner, have a prior right to any claim of the retired partner or therepresentative of the deceased partner against the person or partnership continuing thebusiness, on account of the retired or deceased partner’s interest in the dissolved partnershipor an account of any consideration promised for such interest or for his right in partnershipproperty.Nothing in this article shall be held to modify any right of creditor partnership name or thename of the deceased persons to set aside any assignment on the ground of fraud.The use by the person or partnership continuing the business of the partnership name, or thename of a deceased partner as part thereof, shall not of itself make the individual property ofthe deceased partner liable for any debts contracted by such person or partnership.