Pursuant to the italian Supreme Court (Sent. 525/2011), the Civil Code regulates only and exclusively the liability of a personal partnership's former member for the debts of the partnership itself and these rules are to apply only referring to the liability toward thirty parties and they don't concern the relations between the vendor and purchaser of the equity investments, that are intirely regulated only by their contract.
This decision of the Supreme Court clarifies the principles expressed by a previous statement of the Supreme Court (25123/2010).
According with the decision under discussion, in case of assignment of personal partnership's equity investment, the vendor, whenever didn't give a warranty about the existence of previous debts, is liable, in enforcement of art. 2290 cod. civ., only toward the creditors of the business partnership, and not either toward the partnership itself or the purchasers of the partnership's investment.
The purchasers, in particoular, once have paid the debts, can't lodge sue to be indemnified by the vendor.
This decision of the Supreme Court clarifies the principles expressed by a previous statement of the Supreme Court (25123/2010).
According with the decision under discussion, in case of assignment of personal partnership's equity investment, the vendor, whenever didn't give a warranty about the existence of previous debts, is liable, in enforcement of art. 2290 cod. civ., only toward the creditors of the business partnership, and not either toward the partnership itself or the purchasers of the partnership's investment.
The purchasers, in particoular, once have paid the debts, can't lodge sue to be indemnified by the vendor.
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