Victorian Consolidated Legislation

Partnership Act 1958 - SECT 96

Relationship of partners to others and between themselves

96. Relationship of partners to others and between themselves



(1) Except as otherwise 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 the acts of a general partner or of
        the incorporated limited partnership or of such an officer, employee
        or agent do not bind a limited partner; and

   (b)  a limited partner is not an agent of a general partner or of another
        limited partner or of the incorporated limited partnership and 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) prevents the making of, or limits or restricts,
an agreement between two partners or between a partner and
the incorporated limited partnership under which-

   (a)  one 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 which under this Act is required or permitted to
be given by a partner or two or more partners or all the partners may, in the
case of an incorporated limited partnership and without limiting any other way
in which it might be given, 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 specified exceptions, or in relation to any
specified case or class of case.





(5) Division 2 of Part 2, in its application to
an incorporated limited partnership, has effect as if-

   (a)  any reference in it to a partner (other than the reference in section
        12 to the partners and any reference in section 14 to a co-partner)
        were a reference to a general partner only; and

   (b)  the reference in section 10 to a person did not include a reference to
        a limited partner; and

(c) the words "the incorporated limited partnership" were substituted in
section 13 for the words "the other partners"; and

   (d)  section 13 contained the following subsection-



"(2) Despite subsection (1), a general partner in an incorporated limited
partnership within the meaning of Part 5 is only liable for any liability of
the partnership if the partnership is unable to satisfy the liability except
as otherwise provided by the partnership agreement."; and

   (e)  any reference in section 13 or 21(2) to the debts or obligations of
        the firm were a reference to the liabilities (within the meaning of
        Part 5) of the incorporated limited partnership; and

(f) the words "or a limited partner" were inserted in section 14(1) after the
words "not being a partner"; and

   (g)  the expression "(not including any act or omission as a general
        partner of an incorporated limited partnership)" were inserted in
        section 14(2) after the expression "Corporations Act,"; and

   (h)  the words "as newly constituted" were omitted in section 21(3).

(6) Section 24(1), in its application to an incorporated limited partnership,
has effect as if the words "the incorporated limited partnership" were
substituted for the words "the partners".

(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.

(8) This section is subject to section 98 (limited partner not to take part in
the management of the incorporated limited partnership).

Division 5-Liability and powers of limited partners