Queensland Consolidated Acts Queensland Consolidated Acts(1) Other than as provided by the partnership agreement or agreed between the partners--
(a) a general partner, the incorporated limited partnership or an officer, employee or agent of a general partner or of the incorporated limited partnership is not an agent of a limited partner; and
(b) the acts of a general partner or of the incorporated limited partnership or of an officer, employee or agent of a general partner or of the incorporated limited partnership do not bind a limited partner; and
(c) a limited partner is not an agent of, or a fiduciary for--
(i) a general partner; or
(ii) another limited partner; or
(iii) the incorporated limited partnership; and
(d) the acts of a limited partner do not bind a general partner or another limited partner or the incorporated limited partnership itself.
(2) A reference in subsection (1) to a general partner includes, if the general partner is a partnership, a partner in that partnership.
(3) Nothing in subsection (1) stops the making of, or limits or restricts, an agreement between 2 partners or between a partner and the incorporated limited partnership under which--
(a) 1 partner acts as an agent of another partner or of the partnership and, by so acting, binds the other partner or the partnership; or
(b) the partnership acts as an agent of a partner and, by so acting, binds the partner.
(4) Any consent or authority that under this Act is required or permitted to be given by a partner or 2 or more partners or all the partners may, in the case of an incorporated limited partnership, be given by that partner or those partners by or under the partnership agreement either in relation to all cases, or in relation to all cases subject to stated exceptions, or in relation to any stated case or class of case.
(5) Subsection (4) does not limit any other way in which a consent or authority might be given.
(6) Any consent or authority that under this Act is required or permitted to be given by an incorporated limited partnership may, without limiting any other way in which it might be given, be given by a general partner or 2 or more general partners acting under the partnership agreement.
(7) A limited partner, as limited partner, is not a proper party to any proceeding commenced in a court or tribunal by or against the incorporated limited partnership, other than a proceeding commenced by the incorporated limited partnership against the limited partner or by the limited partner against the incorporated limited partnership.