Guam § 25607 - Power of Partner to Bind Partnership to Third Person After

§ 25607. Power of Partner to Bind Partnership to Third Person 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 the

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 the dissolution, the fact of dissolution had

not been publicly posted 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 (1b) shall be satisfied out

of partnership assets alone when such partner had 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.

(3) The partnership is in no case bound by any act of a partner after

dissolution:

(a) Where the partnership is dissolved because it is unlawful to

carry on the business, unless the act is appropriate for winding up

partnership affairs; or

(b) Where the partner has become bankrupt; or

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(c) Where the partner has no authority to wind up partnership

affairs; except by a transaction with one who

(i) had extended credit to the partnership prior to the

dissolution and had no knowledge or notice of is want of

authority; or

(ii) Had not extended credit to the partnership prior to

dissolution, and, having no knowledge or notice of his want of

authority, the fact of his want of authority had not been published

in the manner provided for publishing the fact of dissolution in

paragraph (1)(b)(ii).

(4) Nothing in this section shall affect the liability under § 25308 of

any person who after dissolution represents himself or consents to another

representing him as a partner in a partnership engaged in carrying on

business.