Michigan Compiled Laws

Mich. Comp. Laws § 449.16 (2026)

Partnership by estoppel; liability.

✓ current as of July 2026

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UNIFORM PARTNERSHIP ACT

Act 72 of 1917

449.16 Partnership by estoppel; liability.

Sec. 16.

(Partner by estoppel).

(1) 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 1 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;

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

(b) 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;

(2) When a person has been thus represented to be a partner in an existing partnership, or with 1 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: 1917, Act 72, Eff. Aug. 10, 1917 ;-- CL 1929, 9856 ;-- CL 1948, 449.16

Notes of Decisions

Cited in 6 cases, 1974–1998 · leading case: City Nat'l Bank of Detroit v. Westland Towers Apts., 309 N.W.2d 209 (Mich. Ct. App. 1981).

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City Nat'l Bank of Detroit v. Westland Towers Apts., 309 N.W.2d 209 (Mich. Ct. App. 1981). · cites it 10× “It seems clear to us that MCL 449.16; MSA 20.16 only applies to a nonpartner representing himself as a member of a partnership.”

McElwee v. Wharton, 19 F. Supp. 2d 766 (W.D. Mich. 1998). · cites it 3× “The parties’ briefing focuses attention on Michigan Compiled Laws Section 449.16, which provides in pertinent part: 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…”

Am. Cas. Co. v. Costello, 435 N.W.2d 760 (Mich. Ct. App. 1989). “MCL 449.16; MSA 20.16. At this point, it is critical to note that the only partnership by estoppel question surviving at the time of trial concerned representations made to and relied upon by the estate.”

Baranowski v. Strating, 250 N.W.2d 744 (Mich. Ct. App. 1976). “Defendant Brower never signed the building agreement, but the trial court found that Brower was liable to the plaintiffs as a partner by estoppel under § 16 of the Uniform Partnership Act, MCLA 449.16; MSA 20.16. The building agreement represented that the defendants were in…”

Smith v. Smith (In Re Smith), 81 B.R. 888 (Bankr. W.D. Mich. 1988). · cites it 2× “Mich.Comp.Laws § 449.16 (1967) (Mich.Stat.”

Maynard v. Dorner, 223 N.W.2d 338 (Mich. Ct. App. 1974). “1 MCLA 449.16; MSA 20.16 is the Michigan analogue of § 16 of the Uniform Partnership Act which refers to "Partner by Estoppel”.”

— Mich. Comp. Laws § 449.16(1) — 2 cases

City Nat'l Bank of Detroit v. Westland Towers Apts., 309 N.W.2d 209 (Mich. Ct. App. 1981). “It seems clear to us that MCL 449.16; MSA 20.16 only applies to a nonpartner representing himself as a member of a partnership.”

McElwee v. Wharton, 19 F. Supp. 2d 766 (W.D. Mich. 1998). “The parties’ briefing focuses attention on Michigan Compiled Laws Section 449.16, which provides in pertinent part: 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…”

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