Editor's notes.

- In light of the similarity of the statutory provisions, decisions under former Code 1882, § 1904, former Civil Code 1910, former Code 1933, §§ 75-202, 75-302, 75-303, and 75-308, and former Code Sections 14-8-22, 14-8-41, 14-8-42, 14-8-60, 14-8-61, and 14-8-64, in effect prior to the 1984 repeal and reenactment of this chapter, are included in the annotations to this Code section.

Code 1933, §§ 75-303 and 75-308 appeared to be merely cautionary, inserted for the purpose of preventing any possible misconception that liability might exist solely because of the partnership relation. Rogers v. Carmichael, 184 Ga. 496, 192 S.E. 39 (1937) (decided under former Code 1933, §§ 75-303, 75-308).

Partnership and members bound by execution in partnership name.

- Execution of a negotiable note in the name of the partnership by one partner is within the scope of the partnership business, and binds the firm and individual members thereof. Haskins v. Throne, Franklin & Adams, 101 Ga. 126, 28 S.E. 611 (1897) (decided under former Civil Code 1895, § 2643); Griffin v. Colonial Bank, 7 Ga. App. 126, 66 S.E. 382 (1909) (decided under former Civil Code 1895, §§ 2643, 2651); Girtman v. Tanner-Brice Co., 54 Ga. App. 682, 188 S.E. 846 (1936) (decided under former Code 1933, §§ 75-202, 75-302).

Partnership may be bound on contract of sale.

- A partnership will be bound on a contract of sale made by one partner although the other partners sell the same goods to another person. Bass Dry Goods Co. v. Granite City Mfg. Co., 113 Ga. 1142, 39 S.E. 471 (1901) (decided under former Civil Code 1895, § 2651).

No allegation that a particular sale is within the scope of the business of a partnership is necessary, in an action on a contract of sale made in the firm name. Matthews v. American Textile Co., 23 Ga. App. 675, 99 S.E. 308 (1919) (decided under former Civil Code 1910, §§ 3172, 3180).

Delivery of check to partner.

- A check is "properly payable" when it was made payable to a named payee and delivered to that payee. Delivery to either of the partners of a partnership constitutes delivery to the partnership. Mustin v. Citizens & S. Nat'l Bank, 168 Ga. App. 549, 309 S.E.2d 822 (1983).

One partner can collect debt due to partnership. Rushing v. Kicklighter, 174 Ga. 759, 164 S.E. 49 (1932) (decided under former Civil Code 1910).

In action for reformation of a contract, fact that the absent partner later signed the contract in no wise negatives the theory of a mutual mistake as between the plaintiff on the one hand and the partnership on the other. Mulkey v. Spicer, 202 Ga. 592, 43 S.E.2d 661 (1947) (decided under former Code 1933, §§ 75-202, 75-302).

Agreements for dissolution or to incorporate.

- See St. Louis Elec. Lamp Co. v. Marshall & Russell, 78 Ga. 168, 1 S.E. 430 (1886); Michael Bros. Co. v. Davidson & Coleman, 3 Ga. App. 752, 60 S.E. 362 (1908).

Accommodation endorsement.

- See American Exch. Nat'l Bank v. Georgia Constr. & Inv. Co., 87 Ga. 651, 13 S.E. 505 (1891) (decided under former law); Sibley v. American Exch. Nat'l Bank, 97 Ga. 126, 25 S.E. 470 (1895) (decided under former law); Dillingham v. Cantrell, 54 Ga. App. 622, 188 S.E. 605 (1936) (decided under former Code 1933, §§ 75-303, 75-306).

Contract to make testamentary disposition to compensate for services.

- Contract by which one of the contracting parties agrees with the other that the party will make a will containing a legacy fully compensating the latter for services to be rendered to the former, and to a partnership of which the former is a member, during the party's lifetime is valid and enforceable. Gilmore v. Hammock, 72 Ga. App. 35, 32 S.E.2d 844 (1945) (decided under former Code 1933, § 75-302).

Legal effects of partnership are limited to legitimate scope of business of the partnership. Retreading Equip., Inc. v. Murphy, 5 Bankr. 596 (Bankr. N.D. Ga. 1980) (decided under former Code 1933, § 75-302).

Cited in Stewart Title Guar. Co. v. Coburn, 211 Ga. App. 357, 439 S.E.2d 69 (1993).

Signing name to promissory note.

- Member of commercial partnership can bind it by signing its name to promissory note under seal, in the course of the business of the partnership.(decided under Civil Code 1895, §§ 2643, 2651) Merchants & Farmers Bank v. Johnston, 130 Ga. 661, 61 S.E. 543, 17 L.R.A. (n.s.) 969, 14 Ann. Cas. 546 (1908) (decided under Civil Code 1910, §§ 3172, 3180); Swygert Bros. v. Bank of Harrallson, 13 Ga. App. 640, 79 S.E. 759 (1913); Girtman v. Tanner-Brice Co., 54 Ga. App. 682, 188 S.E. 846 (1936)(decided under former Code 1933, §§ 75-202, 75-302).

Partner has power to bind partnership by his execution of promissory note on behalf of partnership. Tara Apts., Ltd. v. Citizens & S. Nat'l Bank, 149 Ga. App. 577, 254 S.E.2d 897 (1979) (decided under former Code 1933, § 75-202).

Partner's ability to contract.

- Summary judgment for a construction company on a counterclaim filed by a mortgage corporation was reversed as, while a development corporation, as the primary managing partner of a partnership, had the ostensible authority to enter into a contract for the demolition of structures on a property as nothing in the partnership agreement limited the development corporation's power to enter into such a contract, there were fact issues as to whether the development corporation had such authority as neither the partnership, nor the sole officers and shareholders of the mortgage corporation that owned the property, ever acquired ownership of the property; there were also fact issues as to whether the mortgage corporation, based upon its own actions, was estopped from denying the development corporation's authority to contract for demolition services on the property. Nationwide Mortg. Servs. v. Troy Langley Constr., Co., 280 Ga. App. 539, 634 S.E.2d 502 (2006).

Acts of partner bind when partnership employed as agent.

- When an owner of property employs a partnership as the owner's agent to sell it, the owner will be bound by the acts and representations of each of the partners within the real or apparent scope of the agency, although the owner may have dealt with the partnership through one of the partners only. Lancaster v. Neal, 41 Ga. App. 721, 154 S.E. 386 (1930) (decided under former Civil Code 1910).

Payment to one partner binds firm.

- One partner may receive payment of a debt to the firm, and such payment will bind the firm. Brady v. Phillips Mule Co., 27 Ga. App. 444, 108 S.E. 809 (1921) (decided under former Civil Code 1910, §§ 3172, 3179, 3180).

Neither partner has right to enter retraxit for firm without express consent of other partner. Harvey v. Boyd, 24 Ga. App. 561, 101 S.E. 708 (1919) (decided under former Civil Code 1910).

Negotiations with contracting party for specific date of performance.

- When after execution of contract, one of partners, with knowledge of other partners, negotiated and corresponded with other contracting party for purpose of agreeing upon specific date for performance, and agreed with the latter upon specific date within period fixed in contract for performance, the partner who thus agreed upon the fixing of the date was agent for all the partners. Horner v. Esserman, 42 Ga. App. 729, 157 S.E. 237 (1931) (decided under former Civil Code 1910, §§ 3158, 3180).

Authorization for arbitration agreement need not be express.

- Under the general rule established in O.C.G.A. § 14-8-9(1), a partner's actions in furtherance of the business of the partnership bind the partnership, and arbitration agreements mentioned in O.C.G.A. § 14-8-9(3)(E) constitute a specific exception to this general rule only in the absence of authorization from the remaining partners, and nothing in O.C.G.A. Ch. 8, T. 14 mandates that such authorization must be express rather than implied. Eassa Properties v. Shearson Lehman Bros., 851 F.2d 1301 (11th Cir. 1988).

Partnership not liable for partner's act outside scope of business.

- Partnership is not liable on transaction of one partner outside scope of partnership business, and when a partnership is engaged in one type of business and this business, without the knowledge and consent of one of the partners, is enlarged into another type of business by another of the partners, a person dealing with the latter business cannot hold the other partner liable. Brandt v. Eckman, 79 Ga. App. 47, 52 S.E.2d 665 (1949) (decided under former Code 1933, § 75-303).

Binding effect of signing of contracts.

- When contract was signed by partnership composed of two partners, and one of the partners was present and participated in preliminary negotiations, and was present when contract was prepared, other partner was bound by action of this partner. Mulkey v. Spicer, 202 Ga. 592, 43 S.E.2d 661 (1947) (decided under former Code 1933, §§ 75-202, 75-302).

Note executed by one partner cannot bind other without authorization.

- In an action on a note against alleged partners, defendant who did not sign the note would not be liable thereon, even if execution furthered the goals of the partnership, if there was no evidence that defendant ever authorized the partner to create a partnership liability in executing the note at issue. Willard v. Stewart Title Guar. Co., 264 Ga. 555, 448 S.E.2d 696 (1994).

Bill of sale executed by member of partnership, conveying partnership assets to secure existing debt of the firm, passes title to the creditor, though the other partner has no knowledge of the execution or existence of the instrument. Denton Bros. v. Hannah, 12 Ga. App. 494, 77 S.E. 672 (1913) (decided under former Civil Code 1910, § 3172).

One partner cannot execute mortgage binding assets of firm against protest of fellow member. Fidelity Banking & Trust Co. v. Kangara Valley Tea Co., 95 Ga. 172, 22 S.E. 50 (1894) (decided under former Code 1882, § 1904).

Partner relieved of liability for future transactions by express notice.

- Even before dissolution of a partnership and notice to creditors, a partner may relieve self of liability for future transactions by express notice of dissent to the person about to be contracted with, although otherwise, under Civil Code 1910, § 3180, all partners are bound by acts of any one, within the legitimate business of the partnership. McMillan v. Gilmour, 49 Ga. App. 400, 175 S.E. 672 (1934) (decided under former Civil Code 1910, § 3180).

Although articles are purchased by a partner for the legitimate use and business of the firm, both partners are not liable therefor when the other partner has notified the vendor of the articles not to extend credit to the partner's associate on the account of the partnership. No liability exists against either the dissenting partner or the firm, but only against the partner entering into the transaction. Arrington v. Columbia Nitrogen Corp., 168 Ga. App. 455, 309 S.E.2d 428 (1983) (decided under former § 14-8-9).

Partner not participating in nor ratifying illegal act relieved from liability.

- It is not the partner who acts illegally, but those who neither participate in nor legally ratify the unlawful transaction, whom the statute relieves from liability. Dillingham v. Cantrell, 54 Ga. App. 622, 188 S.E. 605 (1936) (decided under former Code 1933, § 75-303).

One dealing with firm chargeable with knowing scope of business.

- One dealing with firm is chargeable with notice of character of firm business and with knowledge of whether or not the transaction is within the real or apparent scope of the partnership business. Brandt v. Eckman, 79 Ga. App. 47, 52 S.E.2d 665 (1949) (decided under former Code 1933, § 75-303).

Responsibility for spouse's debt that was not valid partnership obligation.

- Widow was not liable for repayment of a loan by plaintiff to her deceased husband on the basis of partnership by estoppel in the absence of proof that the debt was a valid obligation of the partnership. Young v. Higingbotham, 226 Ga. App. 164, 486 S.E.2d 382 (1997).

Partner's borrowing money and executing note to pay firm debts.

- Borrowing of money to pay debts of a mercantile partnership and execution of a promissory note therefor are acts which may be done by one of partners within scope of the partnership business, so as to bind the firm and individual members thereof. Rowland v. Lovett, 45 Ga. App. 123, 163 S.E. 511 (1932) (decided under former Civil Code 1910, § 3162).

One partner cannot waive individual right to homestead and exemption, under the law, in real estate belonging to the other partner, for partnership debts. Winkles v. Simpson Grocery Co., 138 Ga. 482, 75 S.E. 640 (1912) (decided under former Civil Code 1910, § 3180).

Priorities in payment of partnership debts.

- See Drexel Furn. Co. v. Bank of Dearing, 178 Ga. 33, 172 S.E. 30 (1933) (decided under former law).

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 203 et seq.

C.J.S.

- 68 C.J.S., Partnership, § 188 et seq.

ALR.

- Personal liability to other party to contract of member of firm who, without authority, attempts to bind the firm, 4 A.L.R. 258.

Power of partner to bind firm by bonus agreement, 49 A.L.R. 1315.

Creditor's failure to dissent to retiring partner's notice of noncontinuing liability as assent to his release, 52 A.L.R. 499.

Right to set off claim of firm against indebtedness of individual partner, 60 A.L.R. 584.

Profession at time of act or contract to be acting for another as a necessary condition of its ratification by latter, 124 A.L.R. 893.

Discharge or settlement by, or payment to, one partner or co-obligee, as affecting rights of others, 142 A.L.R. 371.

Powers of liquidating partner with respect to incurring of obligations, 50 A.L.R.2d 826.

Necessity and manner of pleading denial of partnership in action by third person against alleged partners, 68 A.L.R.2d 545.

Vicarious liability of attorney for tort of partner in law firm, 70 A.L.R.3d 1298.

Vicarious liability of attorney for acts of associated counsel, 35 A.L.R.5th 717.