Relations of Partners to Third Parties Flashcards
The RUPA generally provides that all partners are _________ of the partnership for the purpose of its business.
agents
In regards to apparent authority, the RUPA provides that:
the acts of partners done in the ordinary course of business or business of the kind the partnership is involved in binds the partnership unless 1) the partner had no authority to act for the partnership in the particular matter; and 2) the person with whom the partner was dealing knew or had received notification that the partner lacked authority.
As agents of the partnership, partners have apparent authority to bind the partnership to any contract . . .
within the scope of the partnership business.
If a contract is outside the scope of the partnership business, the partnership generally will not be bound unless . . .
the partner has actual authority.
If the party with whom a partner interacts has notice of the fact that the partner does not have actual authority, is the partnership bound by the partner’s act?
no
Under RUPA, the notification of a third party that a partner does not have actual authority to act for the partnership is effective when . . .
it comes to the person’s attention or when it is duly delivered.
Property held in the name of the partnership can be transferred by whom?
any of the partners.
Property not held in the name of the partnership, but held in the name of one or more of the partners can be transferred by whom?
the partners whose names are on the property.
If a partners lacks authority to transfer property for whatever reason, what can the partnership do?
the partnership can recover the property from the initial transferee.
When a partner transfers property to someone but lacks the authority to do so, the partnership can generally recover property from that person. However, partnerships cannot recover such property from whom?
a bona fide purchaser.
Under RUPA, a partner has notice of a fact when the partner:
1) has actual knowledge of the fact; 2) is notified of the fact; or 3) has reason to know of the fact based on the surrounding circumstances.
Notification is effective not only when it comes to the partner’s attention, but also when it is . . .
delivered to the place of the partner which is held out as a place for receiving communications.
A partner’s notice of a fact relating to the partnership is imputed to the partnership when?
immediately, unless the partner having notice is participating in a fraud against the partnership.
What kinds of contracts are partnerships liable for?
all contracts entered into by a partner in the scope of partnership business or with authority of the partnership.
Partners are liable for what torts?
torts committed by any partner or employee of the partnership within the ordinary course of partnership business or with authority of the partnership.
