The partnership is liable for the actionable conduct or omission of a partner acting in the ordinary course of its business or "with the authority of the partnership." This is intended to include a partner's apparent, as well as actual, authority, thereby bringing within Section 305(a) the situation covered in UPA Section 14(a).

The phrase in UPA Section 13, "to the same extent as the partner so acting or omitting to act," has been deleted to prevent a partnership from asserting a partner's immunity from liability. This is consistent with the general agency rule that a principal is not entitled to its agent's immunities. See Restatement (Second) of Agency § 217(b) (1957). The deletion is not intended to limit a partnership's contractual rights.

Section 305(b) is drawn from UPA Section 14(b), but has been edited to improve clarity. It imposes strict liability on the partnership for the misapplication of money or property received by a partner in the course of the partnership's business or otherwise within the scope of the partner's actual authority.

§1034.__Partner's liability

1.__Jointly and severally liable.__Except as otherwise provided in subsections 2 and 3, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.

2.__Not personally liable for obligation prior to admission.__ A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.

3.__Obligation incurred while limited liability partnership.__ An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort or otherwise, is solely the obligation of the partnership.__ A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner.__This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under section 821, subsection 2.

4.__Exceptions to limited liability of shareholders.__The exceptions under common law to a limited liability of