§ 45-15-08 — (308) Liability of purported partner

North Dakota § 45-15-08

• Jurisdiction: North Dakota
• Title 45: Partnerships
• Ch. 45-15: Relations of Partners to Persons Dealing With Partnership

Text

1. If a person, by words or conduct, purports to be a partner, or consents to being
represented by another as a partner, in a partnership or with one or more persons not
partners, the purported partner is liable to a person to whom the representation is
made, if that person, relying on the representation, enters into a transaction with the
actual or purported partnership. If the representation, either by the purported partner or
by a person with the purported partner's consent, is made in a public manner, the

purported partner is liable to a person who relies upon the purported partnership even
if the purported partner is not aware of being held out as a partner to the claimant. If
partnership liability results, the purported partner is liable with respect to that liability as
if the purported partner were a partner. If no partnership liability results, the purported
partner is liable with respect to that liability jointly and severally with any other person
consenting to the representation.
2. If a person is thus represented to be a partner in an existing partnership, or with one or
more persons not partners, the purported partner is an agent of persons consenting to
the representation to bind them to the same extent and in the same manner as if the
purported partner were a partner, with respect to persons who enter into transactions
in reliance upon the representation. If all of the partners of the existing partnership
consent to the representation, a partnership act or obligation results. If fewer than all of
the partners of the existing partnership consent to the representation, the person
acting and the partners consenting to the representation are jointly and severally
liable.
3. A person is not liable as a partner merely because the person is named by another in
a statement of partnership authority.
4. A person does not continue to be liable as a partner merely because of a failure to file
a statement of dissociation or to amend a statement of partnership authority to indicate
the partner's dissociation from the partnership.
5. Except as otherwise provided in subsections 1 and 2, persons who are not partners as
to each other are not liable as partners to other persons.