Partnerships: Third Parties

Question 1

When is a Partnership liable to 3rd Parties in Contract?

Answer 1

RUPA § 301(1):
Every partner is deemed to be an agent of the partnership

The act of every partner carrying on in the usual way the business binds the partnership

Unless the partner has no authority…and the person with whom he is dealing has knowledge of the fact.

Question 2

When is a Partnership liable to 3rd Parties in Tort?

Answer 2

Where wrongful act or omission of any partner acting in the ordinary course of the business of the partnership, partnership is liable.

Question 3

Parters Liable for Partnership Debts

Answer 3

All partners are liable jointly and severally for all debts, obligations, and other liabilities of the partnership UNLESS:

The act was done in the ordinary course of business and a majority of partners disapproved beforehand

The act was not done in the ordinary course of business and all of the partners did not consent