2012 Wisconsin Statutes & Annotations
178. Uniform partnership act.
178.30 Partner's agency after dissolution.
178.30 Partner's agency after dissolution.
(1) After dissolution a partner can bind the partnership except as provided in sub. (3):
(a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution.
(b) By any transaction that would bind the partnership if dissolution had not taken place, provided the other party to the transaction:
1. Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or
2. 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.
(2) The liability of a partner under sub. (1) (b) shall be satisfied out of partnership assets alone when such partner had been prior to dissolution:
(a) Unknown as a partner to the persons with whom the contract is made; and
(b) 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 the partner's connection with it.
(3) The partnership is in no case bound by any act of a partner after dissolution if any of the following applies:
(a) The partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs.
(b) The partner has become bankrupt.
(c) The partner has no authority to wind up partnership affairs, except by a transaction with any of the following:
1. A person who had extended credit to the partnership prior to dissolution and had no knowledge or notice of the partner's want of authority.
2. A person who had not extended credit to the partnership prior to dissolution, and having no knowledge or notice of the partner's want of authority, the fact of the partner's want of authority had not been advertised in the manner provided for advertising the fact of dissolution in sub. (1) (b) 2.
(4) Nothing in this section shall affect the liability under s. 178.13 of any person who after dissolution represents himself or herself or consents to another representing him or her as a partner in a partnership engaged in carrying on business.
History: 1993 a. 482; 2001 a. 38.
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