3. Section 301(2) is drawn directly from UPA Section 9(2), with conforming changes to mirror the new language of subsection (1). Subsection (2) makes it clear that the partnership is bound by a partner's actual authority, even if the partner has no apparent authority. Section 401(j) requires the unanimous consent of the partners for a grant of authority outside the ordinary course of business, unless the partnership agreement provides otherwise. Under general agency principles, the partners can subsequently ratify a partner's unauthorized act. See Section 104(a).

4. UPA Section 9(3) contains a list of five extraordinary acts that require unanimous consent of the partners before the partnership is bound. RUPA omits that section. That leaves it to the courts to decide the outer limits of the agency power of a partner. Most of the acts listed in UPA Section 9(3) probably remain outside the apparent authority of a partner under RUPA, such as disposing of the goodwill of the business, but elimination of a statutory rule will afford more flexibility in some situations specified in UPA Section 9(3). In particular, it seems archaic that the submission of a partnership claim to arbitration always requires unanimous consent. See UPA § 9(3)(e).

5. Section 301(1) fully reflects the principle embodied in UPA Section 9(4) that the partnership is not bound by an act of a partner in contravention of a restriction on his authority known to the other party.

§1032.__Transfer of partnership property

1.__Transfer of partnership property.__Partnership property may be transferred as follows.

A.__Partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.

B.__Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to those partners of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be