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CHAPTER SUMMARY RELATIONSHIP OF PARTNERSHIP AND PARTNERS WITH THIRD PARTIES Contracts of Partnership Partners’ Liability Personal Liability if the partnership is contractually bound, each partner has joint and several, unlimited personal liability Joint and Several Liability a creditor may sue the partners jointly as a group or separately as individuals Authority to Bind Partnership a partner who has actual authority (express or implied) or apparent authority may bind the partnership Actual Express Authority authority set forth in the partnership agreement, in additional agreements among the partners, or in decisions made by a majority of the partners regarding the ordinary business of the partnership Actual Implied Authority authority that is reasonably deduced from the nature of the partnership, the terms of the partnership agreement, or the relations of the partners Apparent Authority an act of a partner for apparently carrying on in the ordinary course the partnership Mann CH 32- 1
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business or business of the kind carried on by the partnership binds the partnership, so long as that third person has no knowledge or notice of the lack of actual authority Partnership by Estoppel imposes partnership duties and liabilities on a nonpartner who has either represented himself or consented to be represented as a partner Torts and Crimes of Partnership Torts the partnership is liable for loss or injury caused by any wrongful act or omission or other actionable conduct of any partner while acting within the ordinary course of the business or with the authority of her copartners; the partners are jointly and severally liable Breach of Trust the partnership is liable if a partner in the course of the partnership’s business or while acting with authority of the partnership breaches a trust by misapplying money or property entrusted by a third person; the partners are jointly and severally liable Crimes a partner is not criminally liable for the crimes of her partners unless she authorized or participated in them
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This note was uploaded on 10/14/2010 for the course BUS 5503 taught by Professor Sorrell during the Fall '10 term at Troy.

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