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partners who withdraw incident to a merger under Article 9. See | Section 906(e). |
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| | A dissociated partner has no actual authority to act for the | partnership. See Section 603(b)(1). Nevertheless, in order to | protect innocent third parties, Section 702(a) provides that the | partnership remains bound, for two years after a partner's | dissociation, by that partner's acts that would, before his | dissociation, have bound the partnership under Section 301 if, | and only if, the other party to the transaction reasonably | believed that he was still a partner, did not have notice of the | partner's dissociation, and is not deemed to have had knowledge | of the dissociation under Section 303(e) or notice thereof under | Section 704(c). |
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| | Under Section 301, every partner has apparent authority to | bind the partnership by any act for carrying on the partnership | business in the ordinary course, unless the other party knows | that the partner has no actual authority to act for the | partnership or has received a notification of the partner's lack | of authority. Section 702(a) continues that general rule for two | years after a partner's dissociation, subject to three | modifications. |
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| | After a partner's dissociation, the general rule is modified, | first, by requiring the other party to show reasonable reliance | on the partner's status as a partner. Section 301 has no | explicit reliance requirement, although the partnership is bound | only if the partner purports to act on its behalf. Thus, the | other party will normally be aware of the partnership and | presumably the partner's status as such. |
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| | The second modification is that, under Section 702(a), the | partnership is not bound if the third party has notice of the | partner's dissociation, while under the general rule of Section | 301 the partnership is bound unless the third party knows of the | partner's lack of authority. Under Section 102(b), a person has | "notice" of a fact if he knows or has reason to know it exists | from all the facts that are known to him or he has received a | notification of it. Thus, the partnership may protect itself by | sending a notification of the dissociation to a third party, and | a third party may, in any event, have a duty to inquire further | based on what is known. That provides the partnership with | greater protection from the unauthorized acts of a dissociated | partner than from those of partners generally. |
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| | The third modification of the general apparent authority rule | under Section 702(a) involves the effect of a statement of | dissociation. Section 704(c) provides that, for the purposes of | Sections 702(a)(3) and 703(b)(3), third parties are deemed to |
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