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UNIFORM PARTNERSHIP ACT (1997)

UNIFORM PARTNERSHIP ACT (1997)

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Published by sonuraj
UNIFORM PARTNERSHIP ACT (1997)
Drafted by the
NATIONAL CONFERENCE OF COMMISSIONERS
ON UNIFORM STATE LAWS
and by it
APPROVED AND RECOMMENDED FOR ENACTMENT
IN ALL THE STATES
at its
ANNUAL CONFERENCE
UNIFORM PARTNERSHIP ACT (1997)
Drafted by the
NATIONAL CONFERENCE OF COMMISSIONERS
ON UNIFORM STATE LAWS
and by it
APPROVED AND RECOMMENDED FOR ENACTMENT
IN ALL THE STATES
at its
ANNUAL CONFERENCE

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Published by: sonuraj on Feb 06, 2009
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01/09/2013

named as a partner in a filed statement of partnership authority or in a list

47

maintained by an agent pursuant to Section 303(b) may file a statement of denial

stating the name of the partnership and the fact that is being denied, which may

include denialof a person’s authority or status as a partner. A statement of denialis

a limitation on authority as provided in Section 303(d) and (e).

Comment

Section 304 is new and complements Section 303. It provides partners
(and persons named as partners) an opportunity to deny any fact asserted in a
statement of partnership authority, including denialof a person’s status as a partner
or of another person’s authority as a partner. A statement of denialmust be
executed, filed, and recorded pursuant to the requirements of Section 105.

Section 304 does not address the consequences of a denialof partnership.
No adverse inference should be drawn from the failure of a person named as a
partner to deny such status, however. See Section 308(c) (person not liableas a
partner merelybecause named in statement as a partner).

A statement of denialoperates as a limitation on a partner’s authority to
the extent provided in Section 303. Section 303(d) provides that a filed or recorded
statement of partnership authority is conclusive, in favor of purchasers without
knowledge to the contrary, so long as and to the extent that a limitation on that
authority is not contained in another filed or recorded statement. A filed or
recorded statement of denialoperates as such a limitation on authority, thereby
precluding reliance on an inconsistent grant of authority. Under Section 303(d), a
filed or recorded cancellationof a statement of denialthat operates as a limitation on
authority revives the previous grant of authority.

Under Section 303(e), a recorded statement of denialof a partner’s
authority to transfer partnership real property held in the partnership name
constitutes constructive knowledge of that limitation.

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