O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-8-16 (2019)

Liability of person representing himself as a partner

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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(a) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation has been made, who has, on the faith of such representation, given credit to the actual or apparent partnership, and if he has made such representation or consented to its being made in a public manner he is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made.

(1) When a partnership liability results, he is liable as though he were an actual member of the partnership.

(2) When no partnership liability results, he is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.

(b) When a person has been thus represented to be a partner in an existing partnership, or with one or more persons not actual partners, he is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he were a partner in fact, with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.

History

(Code 1981, § 14-8-16, enacted by Ga. L. 1984, p. 1439, § 1.)

Annotations

COMMENT Note to Uniform Partnership Act This section provides that where one represents himself or consents to being represented as in partnership with another, he is liable to a relying creditor as if the other were his partner and had all of the agency power of an actual partner. If all of the partners of an existing partnership consent to the representation, a partnership liability results and all are liable as if they were actually in partnership with the represented partner. Otherwise, there is only a joint obligation between the person acting and those consenting to the representation, and the obligation does not bind the existing partnership and its assets. Prior Georgia Law Prior O.C.G.A. § 4-8-1(2) providing for the liability of an ‘‘ostensible partner’’ was generally consistent. New § 14-8-16 clarifies that the ostensible partner is not liable unless he at least consents to the representation of partnership. This reverses Shapleigh Hardware Co. v. McCoy & Son, 23 Ga. App. 265, 98 S.E. 102 (1919). With respect to a purported partner’s agency power to bind the partnership, see The Barnett Line of Steamers v. Blackmar & Chandler, 43 Ga. 98 (1874) and

CORPORATIONS & PARTNERSHIPS

Davis v. Citizens’-Floyd Bank & Trust Co., 37 Ga. App. 275, 139 S.E. 826 (1927). There were no prior Code provisions or cases dealing with the effect of the other partners’ lack of consent to the representation or with the rights of creditors of the purported partnership to the assets of a business that is not an existing partnership. Official UPA This section is the same as the official version. Cross-References Rules for determining the existence of an actual partnership: §§ 14-8-6 and

Notes of Decisions
Cited in 9 cases, 1989–2003 · leading case: Stamps v. Knobloch (In Re City Commc'ns, Ltd.), 105 B.R. 1018 (Bankr. N.D. Ga. 1989).
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Stamps v. Knobloch (In Re City Commc'ns, Ltd.), 105 B.R. 1018 (Bankr. N.D. Ga. 1989). · cites it 7× “In his response to Defendants’ motion for summary judgment, the Trustee asserts Defendants are also liable as general partners pursuant to OCGA § 14-8-16(a): When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to…”
Lane v. Spragg, 481 S.E.2d 592 (Ga. Ct. App. 1997). · cites it 4× “” OCGA § 14-8-16 (a); see Andrews, supra at 744 (3).”
Jerry Dickerson Presents, Inc. v. Concert/S. Chastain Promotions, 579 S.E.2d 761 (Ga. Ct. App. 2003). · cites it 2× “See OCGA § 14-8-16. In this case, Dickerson was well aware of the parameters of his contractual relationships with C/S and Ventures and cannot rely upon his own misrepresentations to the City or others concerning such relationships in order to establish “partnership.”
Andrews v. Messina, 426 S.E.2d 641 (Ga. Ct. App. 1992). · cites it 4× “OCGA § 14-8-16 (a) provides that when a person “by words spoken or written or by conduct” represents herself or consents to another representing her to a third party as a partner with a person not an actual partner, she “is liable to [the third party] who has, on the faith of…”
Kaplan v. Gibson, 385 S.E.2d 103 (Ga. Ct. App. 1989). · cites it 2× “OCGA § 14-8-16. Concerning causation, contrary to the appellants’ contention, it *468 was unnecessary for the appellees to show precisely which doctor did what damage to Gibson’s nerve roots.”
Historic MacOn Station Ltd. P'ship v. Piedmont-Forrest Corp. (In Re Historic MacOn Station Ltd. P'ship), 152 B.R. 358 (Bankr. M.D. Ga. 1993). · cites it 2× “In determining whether a partnership exists, the following rules shall apply: (1) Except as provided by Code Section 14-8-16 persons who are not partners as to each other are not partners as to third persons; (2) Joint tenancy, tenancy in common, tenancy by the entireties, joint…”
Se. Wholesale Supply Co. v. Guevara, 382 S.E.2d 685 (Ga. Ct. App. 1989). · cites it 2× “Reliance is placed upon OCGA § 14-8-16 which imposes liability when “a person, by words spoken or written or by conduct, represents himself .”
Antonic Rigging & Erecting of Missouri, Inc. v. Foundry East Ltd. Partnerhip, 773 F. Supp. 420 (S.D. Ga. 1991). · cites it 4× “Estoppel Estoppel in the partnership context is governed by O.C.G.A. § 14-8-16 (1989). Section 14-8-16(a) provides: (a) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing…”
Young v. Higingbotham, 486 S.E.2d 382 (Ga. Ct. App. 1997). · cites it 8× “OCGA § 14-8-16. In early June 1994, Curtis B.”
— 14-8-16(a) — 2 cases
Stamps v. Knobloch (In Re City Commc'ns, Ltd.), 105 B.R. 1018 (Bankr. N.D. Ga. 1989). “In his response to Defendants’ motion for summary judgment, the Trustee asserts Defendants are also liable as general partners pursuant to OCGA § 14-8-16(a): When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to…”
Antonic Rigging & Erecting of Missouri, Inc. v. Foundry East Ltd. Partnerhip, 773 F. Supp. 420 (S.D. Ga. 1991). “Estoppel Estoppel in the partnership context is governed by O.C.G.A. § 14-8-16 (1989). Section 14-8-16(a) provides: (a) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing…”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.