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2005 Illinois Code - 805 ILCS 205/ Uniform Partnership Act. Part III - Relations of Partners to Persons Dealing with the Partnership
(805 ILCS 205/9) (from Ch. 106 1/2, par. 9)
(Section scheduled to be repealed on January 1, 2008)
Sec. 9.
(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.
(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:
(a) Assign the partnership property in trust for creditors or on the
assignee's promise to pay the debts of the partnership;
(b) Dispose of the good‑will of the business;
(c) Do any other act which would make it impossible to carry on the
ordinary business of the partnership;
(d) Confess a judgment;
(e) Submit a partnership claim or liability to arbitration or reference.
(4) No act of a partner in contravention of a restriction on his
authority shall bind the partnership to persons having knowledge of the
restriction.
(Source: Laws 1917, p. 625.)
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(805 ILCS 205/10) (from Ch. 106 1/2, par. 10)
(Section scheduled to be repealed on January 1, 2008)
Sec. 10.
(1) Where title to real property is in the partnership name, any
partner may convey title to such property by a conveyance executed in the
partnership name; but the partnership may recover such property unless the
partner's act binds the partnership under the provisions of paragraph (1)
of Section 9, or unless such property has been conveyed by the grantee or a
person claiming through such grantee to a holder for value without
knowledge that the partner, in making the conveyance, has exceeded his
authority.
(2) Where title to real property is in the name of the partnership, a
conveyance executed by a partner, in his own name, passes the equitable
interest of the partnership, provided the act is one within the authority
of the partner under the provisions of paragraph (1) of Section 9.
(3) Where title to real property is in the name of one or more but not
all the partners, and the record does not disclose the right of the
partnership, the partners in whose name the title stands may convey title
to such property, but the partnership may recover such property if the
partners' act does not bind the partnership under the provisions of
paragraph (1) of Section 9, unless the purchaser or his assignee, is a
holder for value, without knowledge.
(4) Where the title to real property is in the name of one or more or
all the partners, or in a third person in trust for the partnership, a
conveyance executed by a partner in the partnership name, or in his own
name, passes the equitable interest of the partnership, provided the act is
one within the authority of the partner under the provisions of paragraph
(1) of Section 9.
(5) Where the title to real property is in the names of all the partners
a conveyance executed by all the partners passes all their rights in such
property.
(Source: Laws 1917, p. 625.)
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(805 ILCS 205/11) (from Ch. 106 1/2, par. 11)
(Section scheduled to be repealed on January 1, 2008)
Sec. 11.
An admission or representation made by any partner concerning
partnership affairs within the scope of his authority as conferred by this
act is evidence against the partnership.
(Source: Laws 1917, p. 625.)
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(805 ILCS 205/12) (from Ch. 106 1/2, par. 12)
(Section scheduled to be repealed on January 1, 2008)
Sec. 12.
Notice to any partner of any matter relating to partnership
affairs, and the knowledge of the partner acting in the particular matter,
acquired while a partner or then present to his mind, and the knowledge of
any other partner who reasonably could and should have communicated it to
the acting partner, operate as notice to or knowledge of the partnership,
except in the case of a fraud on the partnership committed by or with the
consent of that partner.
(Source: Laws 1917, p. 625.)
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(805 ILCS 205/13) (from Ch. 106 1/2, par. 13)
(Section scheduled to be repealed on January 1, 2008)
Sec. 13.
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 co‑partners, 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.
(Source: Laws 1917, p. 625.)
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(805 ILCS 205/14) (from Ch. 106 1/2, par. 14)
(Section scheduled to be repealed on January 1, 2008)
Sec. 14.
The partnership is bound to make good the loss:
(a) Where one partner acting within the scope of his apparent authority
receives money or property of a third person and misapplies it; and
(b) Where the partnership in the course of its business receives money
or property of a third person and the money or property so received is
misapplied by any partner while it is in the custody of the partnership.
(Source: Laws 1917, p. 625.)
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(805 ILCS 205/15) (from Ch. 106 1/2, par. 15)
(Section scheduled to be repealed on January 1, 2008)
Sec. 15.
Liability of partners.
(a) Except as provided in subsection (b) of this Section, all partners are
liable:
(1) jointly and severally for everything chargeable | ||
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(2) jointly for all other debts and obligations of | ||
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(b) Subject to subsection (c) of this Section, a partner in a registered
limited liability partnership is not liable, directly or indirectly, including
by way of indemnification, contribution, assessment or otherwise, for debts,
obligations, and liabilities of or chargeable to the partnership, whether
arising in tort, contract or otherwise, arising from negligence, wrongful
acts, omissions, misconduct, or malpractice, committed while the partnership is
a registered limited liability partnership and in the course of the partnership
business by another partner or an employee, agent, or representative of the
partnership.
Nothing in this subsection shall have the effect of limiting the personal
responsibility penalty that may be chargeable to any partner under Section 3‑7
of the Uniform Penalty and Interest Act.
(c) Subsection (b) of this Section shall not affect (1) the liability of a
partner in a registered limited liability partnership for his own negligence,
wrongful acts, omissions, misconduct, or malpractice or that of any other
person under his direct supervision and control, (2) the joint liability of
a partner for debts and obligations of the partnership arising from any cause
other than those specified in subsection (b) of this Section, including the
ordinary commercial debts of the registered limited liability partnership, or
(3) the liability of a partner for the personal responsibility penalty that may
be chargeable under Section 3‑7 of the Uniform Penalty and Interest Act.
(d) A partner in a registered limited liability partnership, other than a
partner described in item (1) of subsection (c), is not a proper party
to a proceeding by or against a registered limited liability partnership, the
object of which is to recover damages or enforce the obligations arising out of
the negligence, wrongful acts, omissions, misconduct, or malpractice of the
type described in subsection (b) of this Section.
(Source: P.A. 88‑573, eff. 8‑11‑94; 88‑683, eff. 1‑24‑95; 89‑399, eff.
8‑20‑95; 89‑626, eff. 8‑9‑96.)
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(805 ILCS 205/16) (from Ch. 106 1/2, par. 16)
(Section scheduled to be repealed on January 1, 2008)
Sec. 16.
(1) When a person, by words spoken or written or by conduct,
represents himself, or consents to another representing him to any one, as
a partner in an existing partnership or with one or more persons not actual
partners, he is liable to any such person to whom such representation has
been made, who has, on the faith of such representation, given credit to
the actual or apparent partnership, and if he has made such representation
or consented to its being made in a public manner he is liable to such
person, whether the representation has or has not been made or communicated
to such person so giving credit by or with the knowledge of the apparent
partner making the representation or consenting to its being made.
(a) When a partnership liability results, he is liable as though he were
an actual member of the partnership.
(b) When no partnership liability results, he is liable jointly with the
other persons, if any, so consenting to the contract or representation as
to incur liability, otherwise separately.
(2) When a person has been thus represented to be a partner in an
existing partnership, or with one or more persons not actual partners, he
is an agent of the persons consenting to such representation to bind them
to the same extent and in the same manner as though he were a partner in
fact, with respect to persons who rely upon the representation. Where all
the members of the existing partnership consent to the representation, a
partnership act or obligation results; but in all other cases it is the
joint act or obligation of the person acting and the persons consenting to
the representation.
(Source: Laws 1917, p. 625.)
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(805 ILCS 205/17) (from Ch. 106 1/2, par. 17)
(Section scheduled to be repealed on January 1, 2008)
Sec. 17.
A person admitted as a partner into an existing partnership
is liable for all the obligations of the partnership arising before his
admission as though he had been a partner when such obligations were
incurred, except that this liability shall be satisfied only out of
partnership property.
(Source: Laws 1917, p. 625.)
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