Liabilities Flashcards
Every partner is an _____ of the partnership
agent
When can partners enter contracts on behalf of the partnership?
When they have authority
What are sources of express authority for a partner?
- The partnership agreement
- A statement of authority filing
- An ad hoc authorization by the partners at a meeting
When does a partner have implied authority?
When the partner has a reasonable belief that an action is necessary to carry out express authority
When might a partner have apparent authority?
When acting in the ordinary course of dealings
When is a partnership liable for torts committed by partners?
When the partner is acting with the scope of their partnership
Are partners personally liable for the debts and obligations of a partnership?
Yes, jointly and severally
Generally, when can a partnership creditor go after a partner’s personal assets
After exhausting the partnership’s funds
Is an incoming partner personally liable for contract or tortious obligations incurred before becoming a partner?
No
Is an incoming partner personally liable for their capital contribution?
Yes
Is an outgoing partner personally liable for a partnership obligation after dissociation?
Maybe
When can a partnership pursue legal action after a partner breaches the partnership agreement or violates a duty owed to the partnership?
When it causes harm to the partnership
Can a partner pursue legal action against the partnership or another partner to enforce the partner’s rights?
Yes
