(a) When a person, by words spoken or written, by conduct, or by contract, represents himself, or consents to another representing him to anyone, 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. (1941, c. 374, s. 16; 1975, c. 732.)
Notes of Decisions
Best Cartage, Inc. v. Stonewall Packaging, LLC, 727 S.E.2d 291 (N.C. Ct. App. 2012).
· cites it 4× “Our state codifies partnership by estoppel in N.C. Gen. Stat. § 59-46 (2011), which defines one as: (a) When a person, by words spoken or written, by conduct, or by contract, represents himself, or consents to another representing him to anyone, as a partner in an existing…”
Volkman v. Dp Assocs., 268 S.E.2d 265 (N.C. Ct. App. 1980).
· cites it 2× “As well as making the “law of estoppel” expressly applicable to partnerships, the Uniform Partnership Act as adopted in this State sets forth in more detail the conditions for liability as a partner by estoppel in G.S. 59-46 which provides: Partner by estoppel.”
Wiggs v. Peedin, 669 S.E.2d 844 (N.C. Ct. App. 2008).
· cites it 2× “”); N.C. Gen. Stat. § 59-46 (2003) (setting forth the conditions of liability against a partner by estoppel); see also Volkman v.”
G. R. Little Agency, Inc. v. Jennings, 362 S.E.2d 807 (N.C. Ct. App. 1987).
· cites it 2× “N.C. Gen. Stat. § 59-46 (1982) provides that where a person represents himself as a partner he is liable to another who, in reliance upon the representation, extends credit to the actual or ostensible partnership.”
Magers v. Thomas (In Re Vannoy), 176 B.R. 758 (Bankr. M.D.N.C. 1994).
· cites it 2× “*765 The first of these rules is that persons who are not partners as to each other are not partners as to third persons, in the absence of partnership by estoppel under G.S. § 59-46. The remaining statutory rules bear upon whether persons will be treated as partners as to each…”
Anderson v. Brokers, Inc. (In Re Brokers, Inc.), 363 B.R. 458 (Bankr. M.D.N.C. 2007).
“(2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property.”
Dubose Steel, Inc. v. Faircloth, 298 S.E.2d 60 (N.C. Ct. App. 1982).
“59-36(a) or that they were *724 partners by estoppel under G.S. 59-46 are not as strong as the agency argument, the evidence could be interpreted by a trier of fact to be a partnership.”
Hk Corp. v. Chance, 212 S.E.2d 34 (N.C. Ct. App. 1975).
“G.S. 59-46, entitled “Partner By Estoppel,” provides in substance that where a person represents himself as a partner (or consents to another so representing him) he is liable to a person to whom the representation is made, who, in reliance thereon, gives credit to the actual or…”
BKV Grp. DC, PLLC v. Treeline Acquisition, LLC d/b/a Treeline Companies & Treeline Acquisition LLC v. Distinctive Living Dev. LLC, Distinctive Living LLC, David Banta, Christopher Hoard, Jack Boarman & Joseph Jedlowski (E.D.N.C. 2025).
· cites it 6× “North Carolina codifies partnership by estoppel at N.C.G.S. § 59-46. (a) When a person, by words spoken or written, by conduct, or by contract, represents himself, or consents to another representing him to anyone, as a partner in an existing partnership or with one or more…”
Dt Lulana Gardens LLC v. Sdck I LLC (N.C. Bus. Ct. 2026).
· cites it 6× “N.C.G.S. § 59-46 states in pertinent part as follows: When a person, by words spoken or written, by conduct, or by contract, represents himself, or consents to another representing him to anyone, as a partner in an existing partnership or with one or more persons not actual…”
Best Cartage, Inc. v. Stonewall Packaging LLC, 2011 NCBC 15 (N.C. Bus. Ct. 2011).
· cites it 4× “N.C. Gen. Stat. § 59-46 provides that when such public representations are made, the party claiming the benefit of a partnership by estoppel need not prove that it was aware of the representations.”
— N.C. Gen. Stat. § 59-46(a) — 1 case
Dt Lulana Gardens LLC v. Sdck I LLC (N.C. Bus. Ct. 2026).
“N.C.G.S. § 59-46 states in pertinent part as follows: When a person, by words spoken or written, by conduct, or by contract, represents himself, or consents to another representing him to anyone, as a partner in an existing partnership or with one or more persons not actual…”
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