8321 - Partner agent of partnership as to partnership business.
SUBCHAPTER C RELATION OF PARTNERS TO PERSONS DEALING WITH THE PARTNERSHIP Sec. 8321. Partner agent of partnership as to partnership business. 8322. Conveyance of real property of the partnership. 8323. Admissions or representations by partner. 8324. Partnership charged with knowledge of or notice to partner. 8325. Wrongful act of partner. 8326. Breach of trust by partner. 8327. Nature of liability of partner. 8328. Partner by estoppel. 8329. Liability of incoming partner. § 8321. Partner agent of partnership as to partnership business. (a) General rule.--Every partner is an agent of the partnership for the purpose of its business and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership unless the partner so acting has in fact no authority to act for the partnership in the particular matter and the person with whom he is dealing has knowledge of the fact that he has no such authority. (b) Absence of apparent authority.--An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners. (c) Limitations on authority of individual partners.--Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to: (1) Assign the partnership property in trust for creditors or on the promise of the assignee to pay the debts of the partnership. (2) Dispose of the goodwill of the business. (3) Do any other act which would make it impossible to carry on the ordinary business of a partnership. (4) Confess a judgment. (5) Submit a partnership claim or liability to arbitration or reference. (d) Effect of knowledge of restriction.--No act of a partner in contravention of a restriction on his authority shall bind the partnership to persons having knowledge of the restriction. Cross References. Section 8321 is referred to in section 8322 of this title.