2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 8 - Partnerships
§ 14-8-13. Liability of Partnership for Acts of Partners
Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.
(Code 1981, §14-8-13, enacted by Ga. L. 1984, p. 1439, § 1.)
Law reviews.- For article, "2013 Georgia Corporation and Business Organization Case Law Developments," see 19 Ga. St. B. J. 28 (April 2014).
COMMENTNote to Uniform Partnership Act This section sets forth rules for determining when the partnership is liable for wrongful acts or omissions of the partners. The partnership is bound by such acts or omissions if they are in the ordinary course of business or are authorized.
Prior Georgia Law Prior O.C.G.A. §§ 14-8-65 (partnership liability for partner's fraud) and14-8-66 (partnership liability for partners' torts) were generally consistent.
Official UPA This section is the same as the official version.
Cross-References Authority of partners: §§ 14-8-9,14-8-10.1 and14-8-18(8). Partnership liability for acts of non-partner employees: § 14-8-4(c) (law of agency applies).
JUDICIAL DECISIONS
Editor's notes.
- In light of the similarity of the statutory provisions, decisions under former Civil Code 1910, § 3187, former Code 1933, § 75-308, and former Code Sections 14-8-65 and 14-8-66, in effect prior to the 1984 repeal and reenactment of this chapter, are included in the annotations to this Code section.
Predecessor sections appeared to be merely cautionary, inserted for purpose of preventing any possible misconception that liability might exist solely in virtue of partnership relation. Rogers v. Carmichael, 184 Ga. 496, 192 S.E. 39 (1937) (decided under former Code 1933, § 75-308).
Tort liability for wrongs committed within scope of partnership.
- Partners are not responsible for the torts of each other merely by reason of their relation as partners, and in order for such liability to exist the wrong must have been committed within the legitimate scope of the partnership business. Rogers v. Carmichael, 184 Ga. 496, 192 S.E. 39 (1937) (decided under former Code 1933, § 75-308); Mansour v. Mobley, 96 Ga. App. 812, 101 S.E.2d 786 (1957) (decided under former Code 1933, § 75-308).
Partners are, in respect to the business in which engaged, agents of each other, and therefore one partner might be liable for the tortious acts of another done in the usual course of business of the firm. Mansour v. Mobley, 96 Ga. App. 812, 101 S.E.2d 786 (1957) (decided under former Code 1933, § 75-308).
When one of the members of a partnership commits a tort, by converting personal property of another who has the right of possession thereof, the partnership and all of the partners are liable to the owner of the property, if the partner in committing the tort was acting for the partnership and not for the partner's individual interest, and if such act was within the scope of the partnership's business. In such a case, the owner of the property can maintain a suit in trover against the partnership or against any one of the members thereof. Peach Motor Express Co. v. Salmon, 73 Ga. App. 816, 38 S.E.2d 302 (1946) (decided under former Code 1933, § 75-308).
Declaring partner an independent contractor not effective to avoid liability.
- A partner in a joint venture is liable for the wrongful acts of its partner committed in the ordinary course of business of the joint venture and cannot avoid this liability by an agreement between the partners that one of the partners will carry out the business of the joint venture as an independent contractor. Block v. Woodbury, 211 Ga. App. 184, 438 S.E.2d 413 (1993).
When firm acts as agent.
- When a member of a partnership breaches the duty owing by it to a principal of which the partnership is an agent, the principal, in a suit against the partnership for such breach of duty, in the event the member establishes a case, will be entitled to a judgment not only against the member who committed the breach, but also against the partnership and all the individual members thereof who are served. Render & Hammett v. Hartford Fire Ins. Co., 33 Ga. App. 716, 127 S.E. 902 (1925) (decided under former Civil Code 1910, § 3187).
Death of partner committing tort.
- When the partner who actually committed a tort dies before an action is brought, whether or not such death abates the cause of action as related to individual liability of the dead partner or the partner's estate, it does not affect the liability of the partnership or of the other partner. Rogers v. Carmichael, 184 Ga. 496, 192 S.E. 39 (1937) (decided under former Code 1933, § 75-308).
Allegedly slanderous statements by physician partner.- Factual question, precluding summary judgment, was raised as to whether physician's allegedly slanderous statements about a nurse-midwife were made either in the ordinary course of the business of a professional partnership or with the authority of the physician's partners. Sweeney v. Athens Regional Medical Ctr., 709 F. Supp. 1563 (M.D. Ga. 1989).
Liability for fraud of partner.
- Alexander v. State, 56 Ga. 478 (1876) (decided under former law); Thompson v. Harris, 7 Ga. App. 212, 66 S.E. 629 (1909) (decided under former law); Hartford Accident & Indem. Co. v. Hartley, 275 F. Supp. 610 (M.D. Ga. 1967), aff'd, 389 F.2d 91 (5th Cir. 1968) (decided under former law).
Cited in Davis v. Crescent Holdings & Invs., LLC, 336 Ga. App. 378, 785 S.E.2d 51 (2016).
OPINIONS OF THE ATTORNEY GENERAL
Editor's notes.
- In light of the similarity of the statutory provisions, an opinion decided under former Code 1933, § 75-308 and former Code Section 14-8-66, in effect prior to the 1984 repeal and reenactment of this chapter, is included in the annotations to this Code section.
Common law not changed.- Predecessor section did not change common law rule that partnership and its members could be held liable for damages resulting from negligent tort committed by one of the partners within scope of partnership business. 1980 Op. Att'y Gen. No. 80-106 (decided under former Code 1933, § 75-308).
RESEARCH REFERENCES
Am. Jur. 2d.
- 59A Am. Jur. 2d, Partnership, § 391 et seq.
C.J.S.- 68 C.J.S., Partnership, § 226 et seq.
ALR.
- Noncompliance with statute requiring filing of certificate of partnership as affecting right to maintain action arising out of tort, 2 A.L.R. 119.
Actions at law between partners and partnerships, 21 A.L.R. 21.
Liability for negligence of intoxicated partner or servant, 55 A.L.R. 1225.
Liability of partners in tort as joint and several, 175 A.L.R. 1310.
Liability for assault by partner or joint adventurer, 30 A.L.R.2d 859.
Dismissal, discontinuance, or nonsuit as to some defendants in contract action against partnership or partners as affecting others, 44 A.L.R.2d 580.
Necessity and manner of pleading denial of partnership in action by third person against alleged partners, 68 A.L.R.2d 545.
Liability of partners or partnership for libel, 88 A.L.R.2d 474.
Embezzlement, larceny, false pretenses, or allied criminal fraud by a partner, 82 A.L.R.3d 822.
