Page:United States Statutes at Large Volume 76.djvu/691

 76 STAT. ]

PUBLIC LAW 87-709-SEPT. 27, 1962

(d) a partner wilfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him, (e) the business of the partnership can only be carried on at a loss, ,i (f) other circumstances render a dissolution equitable. (2) On the application of the purchaser of a partner's interest under sections 27 and 28— (a) after the termination of the specified term or particular undertaking, (b) at any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued. SEC. 33. GENERAL EFFECT OF DISSOLUTION ON AUTHORITY OF PART-

NER.—Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership— ,,, (1) with respect to the partners— (a) when the dissolution is not by the act, bankruptcy or death of a partner; or ^fj (b) when the dissolution is by such act, bankruptcy or death of a partner, in cases where section 34 so requires; (2) with respect to persons not partners, as declared in section 35. SEC. 34. RIGHT OF PARTNER TO CONTRIBUTION FROM COPARTNERS AFTER DISSOLUTION.—Where the dissolution is caused by the act,

death, or bankruptcy of a partner, each partner is liable to his copartners for his share of any liability created by any partner acting for the partnership as if the partnership h r d not been dissolved unless— (a) the.dissolution being by act of any partner, the partner acting for.the partnership had knowledge of the dissolution, or (b) the dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy. SEC. 35. POWER OF PARTNER To B I N D PARTNERSHIP TO THIRD PERSONS AFTER DISSOLUTION,—(1) After dissolution a partner can bind

the partnership except as provided in paragraph (3)— (a) by any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution; (b) by any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction, (I) had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or ( II) though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on. (2) The liability of a partner under paragraph (l)(b) shall be satisfied out of partnership assets alone when such partner has been prior to dissolution— (a) unknown as a partner to the person with whom the contract is made; and (b) so far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.

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