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C31 (Torts (Factors (Ordinary course of business, Authority of co…
C31
Torts
Factors
Ordinary course of business
Authority of co-partners
Crimes
Not liable for other partner's crimes
Unless authorized or participated in them
With authority or ordinary c.o.b
Partner and p. are liable
Partner may need to indemnify p.
Breach of trust
misapplying capital entrusted by 3rd party
No authority and ordinary c.o.b
Only partner is liable
Jointly and severally liable
Dissociation
Change in relationship
Any partner wants to end business
Term partnership
specific term
particular undertaking
Partnership at Will
No agreed expiration
Partner's Authority
Actual Authority
Only Partnership is liable to 3rd party
Only Apparent Authority
Partnership is liable, but gets indemnity for losses
No authority
Only partner is liable to 3rd party
Partnership by Estoppel
Impose p. duties and liabilities on a nonpartner
Consented to be represented as partner
Notice to a Partner
Binds a partnership
Effective if
Knows of it
Received notification
Reason to know it exists
Debts
Subsequent Debt
Unlimited liability for debts after becoming partner
Partner leaves partnership
UPA
Liable unless actual notices to
Creditors
Other partners (constructive notice is good)
RUPA
Liable if 3rd party reasonably believe still partner and no notice was given (actual or constructive)
No liability after 2 years
Antecedent Debt
Limited liability up to capital contribution for debts before becoming partner
Partner's Liability
Personal liability
If p. is contractually bound
Joint and Several Liability
Creditor can sue as a group or separately