Liabilities of General Partners to Third Partners

Question 1

What agency principles apply to general partners liability to third parties?

Answer 1

1. Partners are agents of the partnership for apparently carrying on usual partnership business.
2. Therefore, the general partnership is liable for each partner’s torts in the scope of partnership business and for each partner’s authorized contracts.

Question 2

Is each general partner is personally liable for the debts of the partnerhsip and for each co-partner’s torts?

Answer 2

Yes!

Question 3

To what extent is an incoming partner liable for pre-existing debts of the partnerships?

Answer 3

Incoming partners’ are generally not liable for pre-existing debts, but any money contributed can be used by the general partnership to pay down those debts.

Question 4

What is a disassociating partner’s liability for subsequent debts?

Answer 4

Disassociating partners are liable on future debts until actual notice of their disassociation is given to all known creditors and publication notice is given to all potential creditors.

Question 5

What is general partnership liability by estoppel?

Answer 5

One who represents to a third party that a general partnership exists will be liable as if a general partnership exists.