Relationships to third parties

Question 1

General

Answer 1

each partner is an agent - agency law

Question 2

RUPA- apparent authority

Answer 2

the act of any partner in carrying on the ordinary course of business binds the partnership unless the partner has no authority and the person whom the partner is dealing with knew or had reason to know tha that there wasn’t authority

Question 3

Business in kind

Answer 3

apparent authority extends to transactions that would carry on the business of the kind run by parternship

Question 4

No liability if

Answer 4

the partner lacked authority and the person knew (subjective) (notification- duly delivered

Question 5

Transfer

Answer 5

can’t recover from a subsequent BFP

Question 6

Actual authority

Answer 6

authority the partner reasonably believes he has

Question 7

Expanding and limiting authority

Answer 7

statement of authority- constructive notice

Question 8

Notice is imputed

Answer 8

notice imputed onto partnership immediately

Question 9

Liability Civil

Answer 9

partners- liable for all contracts and torts entered into by partnership within ordinary course of business or authority

Question 10

Nature of liability

Answer 10

joint and severable for all obligations

Liability not personally binding unless she has served and the creditor has exhausted all partnership assets

Each person individually liable for entire amount of partnership obligations (indemnification)

Question 11

Out going and incoming partner

Answer 11

Outgoing- remains liable for all partnership obligations incurred while he was a partner

Incoming: no liability before becoming a partner