LD 1609
pg. 98
Page 97 of 148 An Act To Establish the Uniform Partnership Act Page 99 of 148
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LR 1469
Item 1

 
partners who withdraw incident to a merger under Article 9. See
Section 906(e).

 
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).

 
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.

 
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.

 
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.

 
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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