§ 23-4-1-35 — Power of partner to bind partnership to third person after dissolution

Indiana § 23-4-1-35

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 4: PARTNERSHIPS
• Ch. 1: Uniform Partnership Act

Text

(1) After dissolution a partner can bind the
partnership except as provided in paragraph (3):
(a) By any act appropriate for winding up partnership affairs or
completing transactions unfinished at dissolution.
(b) By any transaction which would bind the partnership if
dissolution had not taken place, provided the other party to the
transaction:
(I) had extended credit to the partnership prior to dissolution
and had no knowledge or notice of the dissolution; or
(II) though he had not so extended credit, had nevertheless
known of the partnership prior to dissolution, and, having no
knowledge or notice of dissolution, the fact of dissolution had
not been advertised in a newspaper of general circulation in the
place (or in each place if more than one) at which the
partnership business was regularly carried on.
(2) The liability of a partner under paragraph (1)(b) shall be
satisfied out of partnership assets alone when such partner had been
prior to dissolution:
(a) unknown as a partner to the person with whom the contract is
made; and
(b) so far unknown and inactive in partnership affairs that the
business reputation of the partnership could not be said to have
been in any degree due to his connection with it.
(3) The partnership is in no case bound by any act of a partner after
dissolution:
(a) where the partnership is dissolved because it is unlawful to
carry on the business, unless the act is appropriate for winding up
partnership affairs; or
(b) where the partner has become bankrupt; or
(c) where the partner has no authority to wind up partnership
affairs; except by a transaction with one who:
(I) had an extended credit to the partnership prior to dissolution
and had no knowledge or notice of his want of authority; or
(II) had not extended credit to the partnership prior to
dissolution, and, having no knowledge or notice of his want of
authority, the fact of his want of authority has not been
advertised in the manner provided for advertising the fact of
dissolution in paragraph (1)(b)(II).
(4) Nothing in this section shall affect the liability under section 16
of this chapter of any person who after dissolution represents himself
or consents to another representing him as a partner in a partnership
engaged in carrying on business.
Formerly: Acts 1949, c.114, s.35. As amended by P.L.34-1987,
SEC.302.