Termination of a partnership: legal consequences and advice

Questioner

I have a VOF together with a partner. Now we have come to the conclusion that it is better to end the collaboration. Fortunately, everything is well arranged in our VOF contract regarding the settlement of this. We still have a number of ongoing obligations with major clients in the form of maintenance contracts for the management of websites. These are contracts with an end date. These contracts stipulate that in the event of termination of the collaboration on our side, the client retains the right of use of the websites. My question is to what extent we still have to take into account possible legal consequences as a result of the termination of these contracts. We are extra careful with this in connection with the joint and several liability within the VOF.

Lawyer

The answer can be short: you remain liable for obligations that are based on the period before the dissolution of the partnership. If you want to prevent this, you must agree with the clients that neither the partnership nor its partners can accept liability for damage that is the result of facts or circumstances that occurred before the date of dissolution of the partnership.

Lawyer

If VOF partners separate, you must arrange a number of matters: 1) Settlement & who takes what; 2) Indemnification by the person who continues and 'takes' customers & contracts 3) Short-circuit with business relations that the departing partner is released from his joint and several liability. With suppliers and landlords, this can often be agreed upon. Banks are a major point of attention if personal guarantees have been provided or you are jointly and severally liable for any loan. 4) Whether or not to terminate contracts (if legally possible) may depend largely on whether the liability of the departing partner is reduced.