Liabilities of partnership Flashcards
Who is an agent of partnership?
EVERY PARTNER
Contract liability for partners
Partners can enter contracts for which they have AUTHORITY
Express authority for Ks: 3 sources
May come from
1) partnership agreement
2) statement of authority filing
3) ad hoc authorization at meeting
Implied authority for Ks
Exists when partner has REASONABLE BELIEF that action is NECESSARY to carry out EXPRESS AUTHORITY
Apparent authority for Ks
Based on interactions between PARTNERSHIP and THIRD PARTIES
Partnership may be bound based on a partner acting in ordinary course of dealings IF third party believed it was permissible
If apparent authority not revoked, is it presumed to exist?
YES, exists unless expressly revoked
Tort liability in partnerships
A partnership is liable for torts committed by partners acting WITHIN SCOPE of partnership
Consequences of flow of liability
Partners are PERSONALLY liable for debts/obligations of partnership
Default partner tort liability
Partners are JOINTLY AND SEVERALLY LIABLE
Can go after any partner for entire sum owed
Can partners’ personal funds be taken in tort?
Yes, but ONLY AFTER partnership funds are exhausted (usually)
Is incoming partner liable for K or tort obligations from before partnership?
NO, but will be liable for capital contribution
Is outgoing partner liable for K or tort obligations from after their dissociation?
MAYBE!
