Title 14, Chapter 8, Section 35
( 14-8-35)
(a) After dissolution a partner can bind the partnership except as
provided in subsection (c) of this Code section: (1) By any act appropriate for winding up partnership affairs or
completing transactions unfinished at dissolution; (2) By any transaction which would bind the partnership if
dissolution had not taken place, provided the other party to the
transaction: (A) Was a creditor of the partnership at the time of dissolution
or had extended credit to the partnership within two years prior
to dissolution and, in either case, had no knowledge or notice
of such partner's want of authority; (B) 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. (b) The liability of a partner under paragraph (2) of subsection (a)
of this Code section shall be satisfied out of partnership assets
alone when such partner had been prior to dissolution: (1) Unknown as a partner to the person with whom the contract is
made; and (2) 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. (c) The partnership is in no case bound by any act of a partner
after dissolution: (1) Where the partnership is dissolved because it is unlawful to
carry on the business, unless the act is appropriate for winding
up partnership affairs; (2) Where the partner has become bankrupt; or (3) Where the partner has no authority to wind up partnership
affairs; except by a transaction with one who: (A) Was a creditor of the partnership at the time of dissolution
or had extended credit to the partnership within two years prior
to dissolution and, in either case, had no knowledge or notice
of such partner's want of authority; (B) Had not extended credit to the partnership prior to
dissolution, and, having no knowledge or notice of such
partner's want of authority, the fact of such partner's want of
authority had not been advertised in the manner provided for
advertising the fact of dissolution in subparagraph (a)(2)(B) of
this Code section. (d) Nothing in this Code section shall affect the liability under Code Section 14-8-16 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. |