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(805
ILCS 205/Pt. III heading)
PART III
RELATIONS OF PARTNERS TO PERSONS
DEALING
WITH THE PARTNERSHIP
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(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scheduled to be repealed on January 1,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scheduled to be repealed on January 1,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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to
the partnership under Sections 13 and 14; and
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(2)
jointly for all other debts and obligations of
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the partnership; but any partner may enter into a separate obligation
to perform a partnership contract.
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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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