Revised Code of Washington

Wash. Rev. Code § 25.05.120 (2026)

Partnership liable for partner's actionable conduct

✓ current as of May 2026

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(1) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.

(2) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.

[ 1998 c 103 s 305.]

Notes of Decisions

Cited in 5 cases (1 in the last 5 years), 2008–2021 · leading case: Int'l Marine Underwriters v. ABCD Marine, LLC, 313 P.3d 395 (Wash. 2013).

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Int'l Marine Underwriters v. ABCD Marine, LLC, 313 P.3d 395 (Wash. 2013). · cites it 2× “RCW 25.05.120. We interpret related statutes consistently, and the lead opinion’s attempt to follow the aggregate theory in only the liability context ignores RUPA’s consistent and bright-line treatment of the partnership as a separate entity.”

Estep v. Hamilton, 201 P.3d 331 (Wash. Ct. App. 2008). “RCW 25.05.120, .125. Ms. Estep contends summary judgment for her is proper based on vicarious liability because she knew of the partnership before it dissolved and she did not receive notice of partnership dissolution.”

Estep v. Hamilton, 201 P.3d 331 (Wash. Ct. App. 2009). “RCW 25.05.120; .125. Ms. Estep contends summary judgment for her is proper based on vicarious liability because she knew of the partnership before it dissolved and she did not receive notice of partnership dissolution.”

Int'l Marine Underwriters v. ABCD Marine, LLC (Wash. 2013). · cites it 2× “100 (section 301), "[e]ach partner is an agent of the partnership for the purpose of its business" so when a partner acts to "carry[] on in the ordinary course [of] the partnership business .”

Giga Watt Inc (Bankr. E.D. Wash. 2021). “The Trustee’s complaint alleges that partners are liable for the partnership debts, and cites both the Washington partnership statute, RCW 25.05.120, and the Singapore Partnership Act, §5.”

— Wash. Rev. Code § 25.05.120(1) — 1 case

Int'l Marine Underwriters v. ABCD Marine, LLC, 313 P.3d 395 (Wash. 2013). “RCW 25.05.120. We interpret related statutes consistently, and the lead opinion’s attempt to follow the aggregate theory in only the liability context ignores RUPA’s consistent and bright-line treatment of the partnership as a separate entity.”

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