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362.320 Power of partner to bind partnership to third persons after
dissolution.
(1)
(2)
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.
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)
(3)
(4)
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.
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.
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.
Effective:June 26, 2007
History: Repeal the prior repeal contained in 2006 Ky. Acts ch. 149, sec. 239,
which was to have been effective January 1, 2008, 2007 Ky. Acts ch. 137,
sec. 180, effective June 26, 2007. -- Repealed 2006 Ky. Acts ch. 149, sec. 239,
effective January 1, 2008. -- Created 1954 Ky. Acts ch. 38, sec. 35, effective
June 17, 1954.
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