29-1028. Liability of purported partner
A. If a person, by words or conduct, purports to be a partner, or consents to being
represented by another as a partner, in a partnership or with one or more persons who are
not partners, the purported partner is liable to a person to whom the representation is
made, if that person, relying on the representation, enters into a transaction with the
actual or purported partnership. If the representation, either by the purported partner
or by a person with the purported partner's consent, is made in a public manner, the
purported partner is liable to a person who relies on the purported partnership even if
the purported partner is not aware of being held out as a partner to the claimant. If
partnership liability results, the purported partner is liable with respect to that
liability as if the purported partner were a partner. If no partnership liability
results, the purported partner is liable with respect to that liability jointly and
severally with any other person consenting to the representation.
B. If a person pursuant to subsection A is represented to be a partner in an
existing partnership, or with one or more persons who are not partners, the purported
partner is an agent of persons consenting to the representation to bind them to the same
extent and in the same manner as if the purported partner were a partner, with respect to
persons who enter into transactions in reliance on the representation. If all of the
partners of the existing partnership consent to the representation, a partnership act or
partnership obligation results. If fewer than all of the partners of the existing
partnership consent to the representation, the person acting and the partners consenting
to the representation are jointly and severally liable.
C. A person is not liable as a partner merely because the person is named by
another in a statement of partnership authority.
D. A person does not continue to be liable as a partner merely because of a failure
to file a statement of dissociation or to amend a statement of partnership authority to
indicate the partner's dissociation from the partnership.
E. Except as otherwise provided in subsections A and B, persons who are not
partners as to each other are not liable as partners to other persons.
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