(a) Each general partner is an agent of the limited partnership for the purposes of the limited partnership’s activities and affairs. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course of the partnership’s activities and affairs, or activities and affairs of the kind carried on by the partnership, binds the partnership, unless the general partner did not have authority to act for the partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority.

Terms Used In Tennessee Code 61-3-402

  • General partner: means a person that:
    (A) Has become a general partner under §. See Tennessee Code 61-3-101
  • Partner: means a limited partner or general partner. See Tennessee Code 61-3-101
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Tennessee Code 61-3-101
  • Record: when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Tennessee Code 61-3-101
(b) An act of a general partner that is not apparently for carrying on in the ordinary course of the limited partnership’s activities and affairs, or activities and affairs of the kind carried on by the partnership, binds the partnership only if the act was actually authorized by all the other partners.
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