Section 301(1) effects two changes from UPA Section 9(1). First, it clarifies that a partner's apparent authority includes acts for carrying on in the ordinary course "business of the kind carried on by the partnership," not just the business of the particular partnership in question. The UPA is ambiguous on this point, but there is some authority for an expanded construction in accordance with the so-called English rule. See, e.g., Burns v. Gonzalez, 439 S.W.2d 128, 131 (Tex. Civ. App. 1969) (dictum); Commercial Hotel Co. v. Weeks, 254 S.W. 521 (Tex. Civ. App. 1923). No substantive change is intended by use of the more customary phrase "carrying on in the ordinary course" in lieu of the UPA phrase "in the usual way." The UPA and the case law use both terms without apparent distinction.

The other change from the UPA concerns the allocation of risk of a partner's lack of authority. RUPA draws the line somewhat differently from the UPA.

Under UPA Section 9(1) and (4), only a person with knowledge of a restriction on a partner's authority is bound by it. Section 301(1) provides that a person who has received a notification of a partner's lack of authority is also bound. The meaning of "receives a notification" is explained in Section 102(d). Thus, the partnership may protect itself from unauthorized acts by giving a notification of a restriction on a partner's authority to a person dealing with that partner. A notification may be effective upon delivery, whether or not it actually comes to the other person's attention. To that extent, the risk of lack of authority is shifted to those dealing with partners.

On the other hand, as used in the UPA, the term "knowledge" embodies the concept of "bad faith" knowledge arising from other known facts. As used in RUPA, however, "knowledge" is limited to actual knowledge. See Section 102(a). Thus, RUPA does not expose persons dealing with a partner to the greater risk of being bound by a restriction based on their purported reason to know of the partner's lack of authority from all the facts they did know. Compare Section 102(b)(3) (notice).

With one exception, this result is not affected even if the partnership files a statement of partnership authority containing a limitation on a partner's authority. Section 303(f) makes clear that a person dealing with a partner is not deemed to know of such a limitation merely because it is contained in a filed statement of authority. Under Section 303(e), however, all persons are deemed to know of a limitation on the authority of a