362.320 Power of partner to bind partnership to third persons after dissolution.
390 words·~2 min read·
/ky/chapter-362/362-320A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(1)After dissolution a partner can bind the partnership except as provided in subsection
(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
(b)of subsection
(1)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 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
(II)of paragraph
(b)of
subsection
(1)of this section.
(4)Nothing in this section shall affect the liability under KRS 362.225 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.