362.1-308 Liability of purported partner.
(1)
(2)
(3)
(4)
(5)
(6)
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 (1) or more persons
not partners, then 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 and the purported partner would
have been personally liable for obligations of the partnership under KRS 362.1306(1).
Subject to subsection (1) of this section, if the representation, either by the
purported partner or by a person with the purported partner's consent, is made in a
public manner, then 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, then the purported partner is
liable with respect to that liability as if the purported partner were a partner. If no
partnership liability results, then the purported partner is liable with respect to that
liability jointly and severally with any other person consenting to the representation.
Subject to subsection (1) of this section, if a person is thus represented to be a
partner in an existing partnership, or with one or more persons not partners, then 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, then a partnership act or obligation results. If fewer than all of the
partners of the existing partnership consent to the representation, then the person
acting and the partners consenting to the representation are jointly and severally
liable.
A person is not liable as a partner merely because the person is named by another in
a statement of partnership authority.
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.
Except as otherwise provided in subsections (1) and (2) of this section, persons who
are not partners as to each other are not liable as partners to other persons.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 35, effective July 12, 2006.
Disclaimer: These codes may not be the most recent version. Kentucky may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.