358.090. Partner agent of partnership as to partnership business. — 1. Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority.
2. An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.
3. Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to
(1) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership;
(2) Dispose of the goodwill of the business;
(3) Do any other act which would make it impossible to carry on the ordinary business of a partnership;
(4) Confess a judgment;
(5) Submit a partnership claim or liability to arbitration or reference.
4. No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.
Notes of Decisions
Smith v. Smith, Barney, 505 F. Supp. 1380 (W.D. Mo. 1981).
· cites it 6× “Defendant Smith, Barney also asserts that Section 358.090 RSMo. 1949 in fact authorized defendant Smith, Barney to deal with the Glen Arbor Projects’ partnership without making any inquiries as to the authority of the managing partner to trade on a margin account basis.”
Baker v. McCue-Moyle Dev. Co., 695 S.W.2d 906 (Mo. Ct. App. 1985).
· cites it 4× “A partner’s actual authority may be derived from the provisions of § 358.090, RSMo.1978, express provisions of the partnership agreement or the explicit direction of other partners.”
Moore v. Holman (In Re Holman), 42 B.R. 848 (Bankr. E.D. Mo. 1984).
· cites it 2× “le under section 523(a)(4) of the Bankruptcy Code? Section 523(a)(4) states: (a) A discharge under section 727, 1141, or 1328(b) of this title does not discharge an individual debtor from any debt— (4) for fraud or defalcation while acting in a fiduciary capacity, embezzlement,…”
Birdsong v. Bydalek, 953 S.W.2d 103 (Mo. Ct. App. 1997).
“To the contrary, the “usual way of business” language of § 358.090(1) specifies “a set of situations in which the third party is not on notice of the need to investigate the agent’s authority.”
Bates Cnty. Nat'l Bank v. Wilson, 767 S.W.2d 101 (Mo. Ct. App. 1989).
· cites it 4× “See § 358.090. We find no substantial evidence to support a finding of that authority.”
Hargis v. Eleiott, 637 S.W.2d 338 (Mo. Ct. App. 1982).
· cites it 2× “See § 358.090, RSMo 1978; 60 Am.Jur.2d, Partnership, § 152, p.”
Mo. Rev. Stat. § 358.090(1): 1 case
Birdsong v. Bydalek, 953 S.W.2d 103 (Mo. Ct. App. 1997).
“To the contrary, the “usual way of business” language of § 358.090(1) specifies “a set of situations in which the third party is not on notice of the need to investigate the agent’s authority.”
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