2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 72 of 1917 - Uniform Partnership Act (449.1 - 449.48) › 72-1917-VI - Part VI Dissolution and Winding Up. (449.29...449.48) › Section 449.35 - Dissolution; Power of Partner to Bind Partnership.

449.35 Dissolution; power of partner to bind partnership.
Sec. 35.
(Power of partner to bind partnership to third persons after dissolution).
(1) After dissolution a partner can bind the partnership except as provided in paragraph 3:
(a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution,
(b) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction:
(I) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution, or
(II) 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 1, at which the partnership business was regularly carried on;
(2) The liability of a partner under paragraph (1b) shall be satisfied out of partnership assets alone when such partner had been prior to dissolution:
(a) Unknown as a partner to the person 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 his connection with it;
(3) The partnership is in no case bound by any act of a partner after dissolution:
(a) Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs, or
(b) Where the partner has become bankrupt, or
(c) Where the partner has no authority to wind up partnership affairs, except by a transaction with one who:
(I) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority, or
(II) Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of his want of authority, the fact of his want of authority has not been advertised in the manner provided for advertising the fact of dissolution in paragraph (1bII);
(4) Nothing in this section shall affect the liability under section 16 of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business.
History:
1917, Act 72, Eff. Aug. 10, 1917 ;-- CL 1929, 9875 ;-- CL 1948, 449.35
Compiler's Notes:
For provisions of section 16, referred to in subsection (4), see MCL 449.16.Section 35 of this act in the final draft as prepared by the National Conference of Commissioners on Uniform State Laws is as follows:“(1) If the partnership is not dissolved because it has become unlawful to carry on the business, a partner cannot, after dissolution, bind the partnership to third persons by any act which is not necessary to wind up the partnership affairs or to complete transactions then unfinished unless,“(a) Such third person, having had relations with the partnership by which a credit was extended upon the faith of the partnership, has had no knowledge or notice of the dissolution; or“(b) Such third person, not having had business relations with the partnership by which a credit was extended to the partnership, has no knowledge or notice of the dissolution, and the fact of dissolution, has not been advertised in a newspaper of general circulation of the place (or of each place if more than one) at which the partnership business was regularly carried on“(2) The partnership is in no case bound by the acts of a partner who has become bankrupt; but this provision does not affect the liability of any person who, as declared by section 16, after bankruptcy, has represented himself, or consented to another's representing him to be a partner of the bankrupt.”