§ 7-60-109 — Partner agent of partnership

(1) Subject to the effect of a
statement of partnership authority under section 7-64-303, 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 the
partner 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 the partner is dealing has knowledge of the fact that the partner has no such
authority.

(2) 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.

(3) 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:

(a) Assign the partnership property in trust for creditors or on the assignee's
promise to pay the debts of the partnership;

(b) Dispose of the goodwill of the business;

(c) Do any other act which would make it impossible to carry on the ordinary
business of the partnership;

(d) Confess a judgment.

(e) Repealed.

(4) No act of a partner in contravention of a restriction on authority shall bind
the partnership to persons having knowledge of the restriction.

Legislative History

Source: L. 31: p. 649, � 9. CSA: C. 123, � 9. CRS 53: � 104-1-9. C.R.S. 1963: � 104-1-9. L. 75: (3)(e) repealed, p. 578, � 3, effective July 14. L. 2004: (1) amended, p. 1422, � 71, effective July 1.