50-73.98 - Liability of purported partner. - Virginia Statutes

§ 50-73.98. Liability of purported partner.

A. If a person, by words or conduct, purports to be a partner, or consents tobeing represented by another as a partner, in a partnership or with one ormore persons not partners, the purported partner is liable to a person towhom the representation is made, if that person, relying on therepresentation, enters into a transaction with the actual or purportedpartnership. If the representation, either by the purported partner or by aperson with the purported partner's consent, is made in a public manner, thepurported partner is liable to a person who relies upon the purportedpartnership even if the purported partner is not aware of being held out as apartner to the claimant. If partnership liability results, the purportedpartner is liable with respect to that liability as if the purported partnerwere a partner. If no partnership liability results, the purported partner isliable with respect to that liability jointly and severally with any otherperson consenting to the representation.

B. If a person is thus represented to be a partner in an existingpartnership, or with one or more persons not partners, the purported partneris an agent of persons consenting to the representation to bind them to thesame extent and in the same manner as if the purported partner were apartner, with respect to persons who enter into transactions in reliance uponthe representation. If all of the partners of the existing partnershipconsent to the representation, a partnership act or obligation results. Iffewer than all of the partners of the existing partnership consent to therepresentation, the person acting and the partners consenting to therepresentation are jointly and severally liable.

C. A person is not liable as a partner merely because the person is named byanother in a statement of partnership authority.

D. A person does not continue to be liable as a partner merely because of afailure to file a statement of dissociation or to amend a statement ofpartnership authority to indicate the partner's dissociation from thepartnership.

E. Except as otherwise provided in subsections A and B, persons who are notpartners as to each other are not liable as partners to other persons.

(1996, c. 292.)