(2) Under the Uniform Partnership Act, “x x x a surviving
partner is entitled to reasonable compensation for his services
in winding up partnership affairs.” (Sec. 18[f] thereof.) Our
law is silent on this point. It is believed, however, that even in
the absence of agreement, the surviving partner or liquidating
partner is entitled to reasonable compensation in exceptional
situations as where the services rendered are extraordinary or
substantial in nature.
Powers of liquidating partner.
Make new contracts.
— For the purpose of winding up the
partnership, a liquidating partner is sole agent of the partnership,
but merely for that one specific purpose. Thus, without express
authorization, he cannot make new contracts or create new
liabilities, as by giving promissory notes binding on the firm nor
can he extend the time for the payment of existing obligations
to the firm, or make acknowledgments of the validity of claims
against the firm.
Raise money to pay partnership debts.
— For the purpose of
winding up the concern, however, the liquidating partner has
the same general power to bind the firm as he had before, and
he may bind the partnership by borrowing money to meet its
accruing liabilities, and may sell its real estate to raise money to
pay its debts. (40 Am. Jur. 325.)
Incur obligations to complete existing contracts or preserve
— A liquidating partner has power to incur