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Authority (implied)
Authority arising from usual course of business of that type
Firm liability (apparent authority conditions)
Firm bound if act is usual, third party unaware of lack of authority, and believes partner is a partner
Partner personal liability (no authority)
Partner liable if acting without authority and in breach of agreement
Indemnity between partners
Partner can recover from others if they acted with authority and are sued
Joint liability
Partners jointly liable for contractual debts
Joint and several liability
Partners jointly and severally liable for torts/wrongs
Creditor options
Creditor can sue firm, all partners, or individual partner
Retiring partner (notice)
Must give actual notice to existing clients and Gazette notice to others to avoid future liability
Holding out (requirements)
Representation + reliance + no knowledge of truth
Outgoing partner (assets)
Can force sale of partnership assets if not paid
Dissolution (court order)
Court may dissolve for incapacity, misconduct, loss-making business, or just and equitable grounds
Distribution on dissolution (FULL order)
External creditors
Partner loans
Return of capital
Surplus split