State Codes and Statutes
Statutes > Utah > Title-48 > Chapter-01 > 48-1-3248-1-32. 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 transactionsunfinished at dissolution.
(b) By any transaction which would bind the partnership, if dissolution had not takenplace, provided the other party to the transaction:
(i) had extended credit to the partnership prior to dissolution and had no knowledge ornotice of the dissolution; or
(ii) though he had not so extended credit, had nevertheless known of the partnership priorto dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had notbeen advertised in a newspaper of general circulation in the place (or in each place, if more thanone) at which the partnership business was regularly carried on.
(2) The liability of a partner under paragraph (1)(b) shall be satisfied out of partnershipassets 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 thepartnership 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 atransaction with one who:
(i) had extended credit to the partnership prior to dissolution and had no knowledge ornotice of his want of authority; or
(ii) had not extended credit to the partnership prior to dissolution, and, having noknowledge or notice of his want of authority, the fact of his want of authority has not beenadvertised in the manner provided for advertising the fact of dissolution in paragraph (1)(b)(ii).
(4) Nothing in this section shall affect the liability under Section 48-1-13 of any personwho after dissolution represents himself or consents to another's representing him as a partner ina partnership engaged in carrying on business.
No Change Since 1953
