Subsection (b) emphasizes that the persons being protected by Section 308 are those who enter into transactions in reliance upon a representation. If all of the partners of an existing partnership consent to the representation, a partnership obligation results. Apart from Section 308, the firm may be bound in other situations under general principles of apparent authority or ratification.

If a partnership liability results under Section 308, the creditor must exhaust the partnership's assets before seeking to satisfy the claim from the partners. See Section 307.

Subsections (c) and (d) are new and deal with potential negative inferences to be drawn from a failure to correct inaccurate or outdated filed statements. Subsection (c) makes clear that an otherwise innocent person is not liable as a partner for failing to deny his partnership status as asserted by a third person in a statement of partnership authority. Under subsection (d), a partner's liability as a partner does not continue after dissociation solely because of a failure to file a statement of dissociation.

Subsection (e) is derived from UPA Section 7(1). It means that only those persons who are partners as among themselves are liable as partners to third parties for the obligations of the partnership, except for liabilities incurred by purported partners under Section 308(a) and (b).

SUBCHAPTER 4

RELATIONS OF PARTNERS TO EACH OTHER

AND TO PARTNERSHIP

§1041.__Partner's rights and duties

1.__Partner's account.__Each partner is deemed to have an account that is:

A.__Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, that the partner contributes to the partnership and the partner's share of the partnership profits; and