a. 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.
b. 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
c. A person is not liable as a partner merely because the person is named by another
in a statement of partnership authority.
d. 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.
e. Except as otherwise provided in subsections a. and b. of this section, persons
who are not partners as to each other are not liable as partners to other persons.
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.
Was this helpful?
Welcome to FindLaw's Cases & Codes
A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw's Learn About the Law.