Also known as: § 301 · Sec. 301 · 301
Written by attorneys · grounded in primary & secondary sources — see below
A statutory provision in the Uniform Partnership Act that determines when a partner's act binds the partnership in transactions with third parties.
Select any source to read its text and confirm it supports the definition.
Summit Bank enters a loan agreement with Scott Summers after the partnership has dissolved. Scott does not know of the dissolution. The bank can enforce the loan against the partnership because the transaction would have bound the partnership before dissolution.
Samantha Stone files a support petition in the responding state. The tribunal receives the pleading directly under the initiating state's authority. The tribunal must file the petition and notify Samantha of the filing details.
Southland Foods holds a lost negotiable note secured by a mortgage. It seeks to foreclose. Southland Foods must prove it is entitled to enforce the note under the UCC or satisfy the lost-instrument requirements.
Serena Soto, a dissociated partner, signs a supply contract for the partnership. Less than two years have passed since dissociation. The partnership is bound if the act would have bound it before dissociation and the other party lacked notice.
Solstice Ventures seeks to recover partnership land transferred by one partner. The partnership proves the initial transfer did not bind it under partner authority rules. The partnership can recover the property from the transferee.
Sapphire Technologies takes possession of equipment to perfect its security interest. The collateral is goods not covered by a title certificate. Possession perfects the interest under the applicable rule.
Section 301 determines when a partner's act binds the partnership to third parties. It supplies the authority rule referenced in later sections on post-dissociation and post-dissolution acts.
Supporting sources
A partnership remains bound by a partner's act after dissolution if the act would have bound the partnership under Section 301 before dissolution and the third party lacks notice of the dissolution.
Supporting sources
Section 301 authority rules carry over to limited partnerships through cross-references in limited partnership statutes when determining when a general partner binds the entity.
Supporting sources
…4719 (1963) ("unlawful"); R. I. Gen. Laws Ann. § 11-3-1 (1969); S. D. Comp. Laws Ann. § 22-17-1 (1967); Tenn. Code Ann. §§ 39-301, 39-302 (1956); Utah Code Ann. §§ 76-2-1, 76-2-2 (1953); Vt. Stat. Ann., Tit. 13, § 101 (1958); W. Va. Code Ann. § 61-2-8 (1966); Wis. Stat. § 940.04 (1969); Wyo. Stat. Ann. §§ 6-77, 6-78…