Section 66. Power of partner to bind partnership to third persons after dissolution  


Latest version.
  • (1) After dissolution a partner can  bind  the  partnership
      except as provided in subdivision three
        (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 the 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 subdivision  one,  paragraph  (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 partnerhip
      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  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 subdivision one, paragraph (b),
      clause (II).
        4. Nothing in this section shall affect the  liability  under  section
      twenty-seven  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.