358.350. Power of partner to bind partnership to third persons after dissolution. - Missouri Statutes

Power of partner to bind partnership to third persons afterdissolution.

358.350. 1. After dissolution a partner can bind thepartnership, except as provided in subsection 3,

(1) By any act appropriate for winding up partnershipaffairs or completing transactions unfinished at dissolution;

(2) By any transaction which would bind the partnership ifdissolution had not taken place, provided the other party to thetransaction

(a) Had extended credit to the partnership prior todissolution and had no knowledge or notice of the dissolution; or

(b) Though he had not so extended credit, had neverthelessknown of the partnership prior to dissolution, and, having noknowledge or notice of dissolution, the fact of dissolution hadnot been advertised in a newspaper of general circulation in theplace, or in each place if more than one, at which thepartnership business was regularly carried on.

2. The liability of a partner under subdivision (2) ofsubsection 1 of this section shall be satisfied out ofpartnership assets alone when such partner had been prior todissolution

(1) Unknown as a partner to the person with whom thecontract is made; and

(2) So far unknown and inactive in partnership affairs thatthe business reputation of the partnership could not be said tohave been in any degree due to his connection with it.

3. The partnership is in no case bound by any act of apartner after dissolution

(1) Where the partnership is dissolved because it isunlawful to carry on the business, unless the act is appropriatefor winding up partnership affairs; or

(2) Where the partner has become bankrupt; or

(3) Where the partner has no authority to wind uppartnership affairs; except by a transaction with one who

(a) Had extended credit to the partnership prior todissolution and had no knowledge or notice of his want ofauthority; or

(b) Had not extended credit to the partnership prior todissolution and, having no knowledge or notice of his want ofauthority, the fact of his want of authority has not beenadvertised in the manner provided for advertising the fact ofdissolution in paragraph (b) of subdivision (2) of subsection 1.

4. Nothing in this section shall affect the liability undersection 358.160 of any person who after dissolution representshimself or consents to another representing him as a partner in apartnership engaged in carrying on business.

(L. 1949 p. 506 § 35)