| | |
actual or purported partnership.__If the representation, either by | | the purported partner or by a person with the purported partner's | | consent, is made in a public manner, the purported partner is | | liable to a person who relies upon the purported partnership even | | if the purported partner is not aware of being held out as a | | partner to the claimant.__If partnership liability results, the | | purported partner is liable with respect to that liability as if | | the purported partner were a partner.__If no partnership liability | | results, the purported partner is liable with respect to that | | liability jointly and severally with any other person consenting to | | the representation. |
|
| | | 2.__Purported partner as agent.__If a person is thus | | represented to be a partner in an existing partnership, or with | | one or more persons not partners, the purported partner is an | | agent of persons consenting to the representation to bind them to | | the same extent and in the same manner as if the purported | | partner were a partner, with respect to persons who enter into | | transactions in reliance upon the representation.__If all of the | | partners of the existing partnership consent to the | | representation, a partnership act or obligation results.__If | | fewer than all of the partners of the existing partnership | | consent to the representation, the person acting and the partners | | consenting to the representation are jointly and severally | | liable. |
|
| | | 3.__Liability of dissociated partner.__A person does not | | continue to be liable as a partner merely because of a failure to | | file a statement of dissociation. |
|
| | | 4.__Nonpartners not liable as partners.__Except as otherwise | | provided in subsections 1 and 2, persons who are not partners as | | to each other are not liable as partners to other persons. |
|
| | | (This is Section 308 of the Uniform Partnership Act (1997).) |
|
| | | Section 308 continues the basic principles of partnership by | | estoppel from UPA Section 16, now more accurately entitled | | "Liability of Purported Partner." Subsection (a) continues the | | distinction between representations made to specific persons and | | those made in a public manner. It is the exclusive basis for | | imposing liability as a partner on persons who are not partners | | in fact. As under the UPA, there is no duty of denial, and thus |
|
|
