2021 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 8 - Partnerships
§ 14-8-9. Agency of Partners for Partnership

Subject to the provisions of Code Section 14-8-10.1:

1. Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority;
2. An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners in the partnership agreement, at the time of the transaction or at any other time;
3. Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to:
   1. Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership;
   2. Dispose of the good will of the business;
   3. Do any other act which would make it impossible to carry on the ordinary business of a partnership;
   4. Confess a judgment;
   5. Submit a partnership claim or liability to arbitration or reference;
4. No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.

(Code 1981, §14-8-9, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1994, p. 97, § 14.)

- Pursuant to Code Section 28-9-5, in 1985, "Code Section 14-8-10.1" was substituted for "Code Section 14-8-10A" in the introductory language.

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 203 et seq.

- 68 C.J.S., Partnership, § 188 et seq.

- Personal liability to other party to contract of member of firm who, without authority, attempts to bind the firm, 4 A.L.R. 258.

Power of partner to bind firm by bonus agreement, 49 A.L.R. 1315.

Creditor's failure to dissent to retiring partner's notice of noncontinuing liability as assent to his release, 52 A.L.R. 499.

Right to set off claim of firm against indebtedness of individual partner, 60 A.L.R. 584.

Profession at time of act or contract to be acting for another as a necessary condition of its ratification by latter, 124 A.L.R. 893.

Discharge or settlement by, or payment to, one partner or co-obligee, as affecting rights of others, 142 A.L.R. 371.

Powers of liquidating partner with respect to incurring of obligations, 50 A.L.R.2d 826.

Necessity and manner of pleading denial of partnership in action by third person against alleged partners, 68 A.L.R.2d 545.

Vicarious liability of attorney for tort of partner in law firm, 70 A.L.R.3d 1298.

Vicarious liability of attorney for acts of associated counsel, 35 A.L.R.5th 717.