CopyCited 3 times | Published | Florida 1st District Court of Appeal | 2002 Fla. App. LEXIS 4061, 2002 WL 464691
...In that affirmative defense, RNR alleged that the Bank was negligent in lending $960,000 to RNR without consent of the limited partners when, under RNR's Agreement of Limited Partnership, the authority of RNR's general partner was limited to obtaining financing up to $650,000. Under section 620.8301(a), Florida Statutes (2000), however, the Bank could rely upon the general partner's apparent authority to bind RNR, unless the Bank had actual knowledge or notice of his restricted authority....
...hips under the common law, see, e.g., Taylor v. Cummer Lumber Co.,
59 Fla. 638,
52 So. 614, 616 (1910), in Florida the extent to which the partnership is bound by the acts of a partner acting within the apparent authority is now governed by statute. Section
620.8301(1), Florida Statutes (2000) [1] , a part of the Florida Revised Uniform Partnership Act (FRUPA), provides: Each partner is an agent of the partnership for the purpose of its business....
..."Absent actual knowledge, third parties have no duty to inspect the partnership agreement or inquire otherwise to ascertain the extent of a partner's actual authority in the ordinary course of business, ... even if they have some reason to question it." Id. at 32 n. 200. The apparent authority provisions of section 620.8301(1), reflect a policy by the drafters that "the risk of loss from partner misconduct more appropriately belongs on the partnership than on third parties who do not knowingly participate in or take advantage of the misconduct ..." J. Dennis Hayes, Notice and Notification Under the Revised Uniform Partnership Act: Some Suggested Changes, 2 J. Small & Emerging Bus. L. 299, 308 (1998). Analysis Under section 620.8301(1), the determination of whether a partner is acting with authority to bind the partnership involves a two-step analysis....
...RNR argues that, as a result of the restrictions on the general partner's authority in the partnership agreement, the Bank had constructive knowledge of the restrictions and was obligated to inquire as to the general partner's specific authority to bind RNR in the construction loan. We cannot agree. Under section 620.8301, the Bank could rely on the general partner's apparent authority, unless it had actual knowledge or notice of restrictions on that authority....
...Because there is no disputed issue of fact concerning whether the Bank had actual knowledge or notice of restrictions on the general partner's authority to borrow, summary judgment was proper. AFFIRMED. MINER and WOLF, JJ., CONCUR. NOTES [1] RNR mistakenly argues that section 620.8301(1) has no application to a limited partnership because that section is part of the Florida Revised Uniform Partnership Act, not the Florida Revised Uniform Limited Partnership Act....
