§ 59-39. Partner agent of partnership as to partnership business.
Part 3.Relations of Partners to Persons Dealing with the Partnership.
§ 59‑39. Partner agentof partnership as to partnership business.
(a) Every partner is anagent of the partnership for the purpose of its business, and the act of everypartner, including the execution in the partnership name of any instrument, forapparently carrying on in the usual way the business of the partnership ofwhich he is a member binds the partnership, unless the partner so acting has infact no authority to act for the partnership in the particular matter, and theperson with whom he is dealing has knowledge of the fact that he has no suchauthority.
(b) An act of a partnerwhich is not apparently for the carrying on of the business of the partnershipin the usual way does not bind the partnership unless authorized by the otherpartners.
(c) Unless authorizedby the other partners or unless they have abandoned the business, one or morebut less than all the partners have no authority to:
(1) Assign thepartnership property in trust for creditors, or on the assignee's promise topay the debts of the partnership,
(2) Dispose of thegoodwill of the business,
(3) Do any other actwhich would make it impossible to carry on the ordinary business of apartnership,
(4) Confess a judgment,
(5) Submit a partnershipclaim or liability to arbitration or reference.
(d) No act of a partnerin contravention of a restriction on authority shall bind the partnership topersons having knowledge of the restriction. (1941, c. 374, s. 9.)