2001 Minnesota Statutes

     323.08 Partners are agents of partnership.  

    Every partner is an agent of the partnership for the 
 purpose of its business, and the act of every partner, including 
 the execution in the partnership name of any instrument, for 
 apparently carrying on in the usual way the business of the 
 partnership binds the partnership, unless the partner so acting 
 has in fact no authority to act for the partnership in the 
 particular matter, and the person with whom that partner is 
 dealing has knowledge of the fact that that partner has no such 
 authority.  

    An act of a partner which is not apparently for the 
 carrying on of the business of the partnership in the usual way 
 does not bind the partnership unless authorized by the other 
 partners.  

    Unless authorized by the other partners or unless they have 
 abandoned the business, one or more but less than all the 
 partners have no authority to: 

    (1) Assign the partnership property in trust for creditors 
 or on the assignee's promise to pay the debts of the 
 partnership; 

    (2) Dispose of the good will of the business; 

    (3) Do any other act which would make it impossible to 
 carry on the ordinary business of a partnership; 

    (4) Confess a judgment; 

    (5) Submit a partnership claim or liability to arbitration 
 or reference.  

    No act of a partner in contravention of a restriction on 
 authority shall bind the partnership to persons having knowledge 
 of the restriction.  

    HIST: (7392) 1921 c 487 s 9; 1986 c 444 

*   NOTE:  This section is repealed by Laws 1997, chapter 174, 
*article 12, section 68, as amended by Laws 1998, chapter 262, 
*section 12, effective January 1, 2002.