48-1-32. Power of partner to bind partnership to third persons after dissolution.
(1) After dissolution a partner can bind the partnership, except as provided in paragraph
(3):
(a) By any act appropriate for winding up partnership affairs or completing transactions
unfinished at dissolution.
(b) By any transaction which would bind the partnership, if dissolution had not taken
place, provided the other party to the transaction:
(i) had extended credit to the partnership prior to dissolution and had no knowledge or
notice of the dissolution; or
(ii) though he had not so extended credit, had nevertheless known of the partnership prior
to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not
been advertised in a newspaper of general circulation in the place (or in each place, if more than
one) at which the partnership business was regularly carried on.
(2) The liability of a partner under paragraph (1)(b) shall be satisfied out of partnership
assets alone when such partner had been prior to dissolution:
(a) unknown as a partner to the person with whom the contract is made; and
(b) so far unknown and inactive in partnership affairs that the business reputation of the
partnership could not be said to have been in any degree due to his connection with it.
(3) The partnership is in no case bound by any act of a partner after dissolution:
(a) where the partnership is dissolved because it is unlawful to carry on the business,
unless the act is appropriate for winding up partnership affairs; or
(b) where the partner has become bankrupt; or
(c) where the partner has no authority to wind up partnership affairs; except by a
transaction with one who:
(i) had extended credit to the partnership prior to dissolution and had no knowledge or
notice of his want of authority; or
(ii) had not extended credit to the partnership prior to dissolution, and, having no
knowledge or notice of his want of authority, the fact of his want of authority has not been
advertised in the manner provided for advertising the fact of dissolution in paragraph (1)(b)(ii).
(4) Nothing in this section shall affect the liability under Section 48-1-13 of any person
who after dissolution represents himself or consents to another's representing him as a partner in
a partnership engaged in carrying on business.
No Change Since 1953
Download Code Section Zipped WordPerfect 48_01_003200.ZIP 2,763 Bytes
Sections in this Chapter|Chapters in this Title|All Titles|Legislative Home Page
Last revised: Wednesday, July 23, 2008