24. Power of partner to bind General Partnership

(1) Each partner of a General Partnership is an agent of the partnership for the purpose of the partnership’s business, purpose or activity.

(2) An act of a partner of a General Partnership in the ordinary course of the partnership’s business, purpose or activity binds the partnership, unless:

• (a) the partner had no authority to act for the partnership in the particular matter and the Person with whom the partner was dealing had notice that the partner had no authority; or
• (b) there are circumstances of fraud or misrepresentation.

(3) If the partners of a General Partnership agree that a restriction should apply to the power of any 1 or more of them to bind the partnership, nothing done in contravention of the restriction is binding on the partnership in relation to Persons having notice of the restriction.

25. General Partnership legal person

(1) The General Partnership is a legal person and can sue and be sued in its own name.

(2) Subsection (1) does not alter the joint and several liability of the partners.

26. Partners bound by acts on behalf of General Partnership

Without limiting section 24, an act or instrument relating to the business, purpose or activity of a General Partnership is binding on the partnership if it is done or executed in the partnership’s name, or in any other way showing an intention to bind the Partnership, by any authorised Person (whether a partner or not).

27. Partner using resources of General Partnership for private purposes

Unless otherwise agreed by all the partners of a General Partnership, a partner must not use information, money or property of the partnership for a purpose other than the business, purpose or activity conducted by the partnership.

28. Indemnification of partners of General Partnership etc.

Subject to the partnership agreement of a General Partnership, the partnership may indemnify any partner or other Person from and against any and all claims and demands of any kind.

29. Liability of partners of General Partnership

(1) Unless otherwise agreed by all the other partners of a General Partnership, a partner is liable, jointly and severally with the other partners, for all debts and obligations of the partnership incurred while the partner is a partner.

(2) Subject to section 35(3) (Liabilities of incoming and outgoing partners), on the death of a partner or former partner (the deceased partner), the deceased partner’s estate remains liable, in the same way as the deceased partner would have been had the deceased partner lived, for the debts and obligations incurred by the deceased partner during the time the deceased partner was a partner, so far as they remain unsatisfied and until the affairs of the partnership have been completely wound up.

30. Liability of General Partnership

A General Partnership is liable for any wrongful act, omission, loss or injury as a result of any partner acting in the ordinary course of the business, purpose or activity of the partnership or with the authority of the other partners.

31. General Partnership: safe keeping of money and property

(1) If a partner of a General Partnership receives money or property in a fiduciary capacity belonging to another Person, the partner must place the money or property in safe keeping and make appropriate arrangements to preserve the money or property held on behalf of the other Person.

(2) Subsection (1) is subject to any agreement with the other Person about the application of the money or property and to any other obligations at law.

32. General Partnership: misapplication of money or property

(1) This section applies if:

• (a) a partner in a General Partnership, acting within the scope of the partner’s apparent authority, receives money or property in a fiduciary capacity on behalf of a third Person and misapplies it; or
• (b) a partner in a General Partnership, in the course of the partnership’s business, purpose or activity, receives money or property of a third Person in a fiduciary capacity, and the money or property is misapplied by 1 or more of the partners while it is in the custody of the partnership.

(2) The General Partnership is liable to make good the loss.

33. Admissions and representations of partners of General Partnership

An admission or representation made by any partner of a General Partnership about the affairs of the partnership, and in the ordinary course of its business, purpose or activity, is evidence against the partnership.

34. Notice to partner of General Partnership

Written notice to a partner of a General Partnership operates as a notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.

35. General Partnership: liabilities of incoming and outgoing partners

(1) A Person who is admitted as a partner to an existing General Partnership does not become liable to the creditors of the partnership for anything done before the Person became a partner.

(2) An outgoing partner of a General Partnership is not liable for the partnership debts or obligations incurred after the partner ceases to be a partner.

(3) An outgoing partner or the estate of a deceased partner may be discharged by agreement from any liabilities existing at the date when the partner ceased to be a partner.

36. Variation by consent of terms of General Partnership

The mutual rights and duties of partners of a General Partnership, whether ascertained by Written agreement or defined by these Regulations, may be varied with the Written consent of all of the partners.