8. Liability of Partnerships Flashcards
1
Q
When are Partnerships liable for Partner’s acts?
A
Torts
- Ordinary course of business
- Authority of partnership
Contracts
- Actual authority
- Apparent authority
2
Q
What is required for actual authority?
A
Partnership agreement
Requisite partner votes
Statement of Partnership authority filing with SoS
3
Q
What is the effect of Statement of Partnership Authority?
A
Grant of authority filed
- TPs are benefitted
Restrictions on authority filed
- TPs are burdened
4
Q
What is required for apparent authority?
A
Within ordinary course of business
5
Q
What are partners liable for?
A
Joint + several liability
All obligations of partnership
UNLESS paid off obligation => Indemnification
If indemnification not available => Partners to contribute pro rata shares
6
Q
How can Plaintiff recover from Partner’s liability?
A
Exhaust Partnership’s assets first
Collect from Partner’s assets later
