17. Rights and duties of partners after a change in the firm - Subject to contract between the partners,-
a) where a change occurs in the constitutions of a firm, the mutual rights and duties of the partners in the reconstituted firm remain the same as they were immediately before the change as far as may be;
b) after the expiry of the term of the firm and - where a firm constituted for a fixed term continues to carry on business after the expiry of that term, the mutual rights and duties of the partners remain the same as they were before the expiry, so far as they may be consistent with the incidents of partnership-at-will; and
c) where additional undertakings are carried out, - where a firm constituted to carry out one or more adventures or undertakings carries out other adventures or undertakings, the mutual rights and duties of the partners in respect of the other adventures or undertakings are the same as those in respect of the original adventures or undertakings.
CHAPTER IV
RELATIONS OF PARTNERS TO THIRD PARTIES
18. Partner to be agent of the firm - Subject to the provisions of this Act a partner is the agent of the firm for the purposes of the business of the firm.
19. Implied authority of partner as agent of the firm -
(1) Subject to the provisions of section 22,³ the act of a partner which is done to carry on, in the usual way, business of the kind carried on by the firm, binds the firm.
The authority of a partner to bind the firm conferred by this section is called his "implied authority".
(2) In the absence of any usage or custom of trade to the contrary, the implied authority of a partner does not empower him to -
(a) submit a dispute relating to the business of the firm to arbitration.
(a) Open a banking account on behalf of the firm in his own name,
(a) Compromise or relinquish any claim or portion of a claim by the firm,
(a) Withdraw a suit or proceeding filed on behalf of the firm,
(a) Admit any liability in a suit or proceeding against the firm,
(a) Acquire immovable property on behalf of the firm,
(a) Transfer immovable property belonging to the firm or
(a) Enter into partnership on behalf of the firm.
20. Extension and restriction of partner's implied authority - The partners in a firm may, by contract between the partners, extend or restrict the implied authority of any partner.
Notwithstanding any such restriction, any act done by a partner on behalf of the firm which falls within his implied authority binds the firm, unless the person with whom he is dealing knows of the restriction or does
not know or believe that partner to be a partner.
21. Partner's authority in an emergency. - A partner has authority in an emergency, to do all such acts for the purpose of protecting the firm from loss as would be done by a person of ordinary prudence, in his own case, acting under similar circumstances, and such acts bind the firm.
22. Mode of doing act to bind firm. - In order to bind a firm, an act or instrument done or executed by a partner or other person on behalf of the firm shall be done or executed in the firm name, or in any other manner expressing or implying an intention to bind the firm.
23. Effect of admissions by a partner - An admission or representation made by a partner concerning the affairs of the firm is evidence against the firm, if it is made in the ordinary course of business.
24. Effect of notice to acting partner - Notice to a partner who habitually acts in the business of the firm of any matter relating to the affairs of the firm operates as notice to the firm, except in the case of a fraud on the firm committed by or with the consent of that partner.
25. Liability of a partner for acts of the firm - Every partner is liable, jointly with all the other partners and also severally, for all acts of the firm done while he is a partner.
26. Liability of the firm for wrongful acts of a partner - Where by the wrongful act or omission of a partner acting in the ordinary course of the business of a firm or with the authority of his partners, loss or injury is caused to any third party, or any penalty is incurred, the firm is liable therefore to the same extent as the partner.
27. Liability of firm for misapplication by partners - Where
a) a partner acting within his apparent authority receives money or property from a third party and misapplies it, or
a) a firm in the course of its business receives money or property from a third party and the money or property is misapplied by any of the partners while it is in the custody of the firm,
the firm is liable to make good the loss.
28. Holding out - (1) Any one who by words spoken or written or by conduct represents himself, or knowingly permits himself to be represented, to be a partner in a firm, is liable as a partner in that firm to any one who has on the faith of any such representation given credit to the firm whether the person representing himself or represented to be a partner does or does not know that the representation has reached the person so giving credit.
(2) Where after a partner's death the business is continued in the old firm name, the continued use of that name or of the deceased partner's name as a part thereof shall not of itself make his legal representative or his estate liable for any act of the firm done after his death.
29. Rights of transferee of a partner's interest - (1) A transfer by a partner of his interest in the firm, either absolute or by mortgage, or by the creation by him of a charge on such interest, does not entitle the transferee, during the continuance of the firm, to interfere in the conduct of the business, or to require accounts, or to inspect the books of the firm, but entitles the transferee only to receive the share of profits of the transferring partner, and the transferee shall accept the account of profits agreed to by the partners.
(2) If the firm is dissolved or if the transferring partner ceases to be a partner, the transferee is entitled as against the remaining partners to receive the share of the assets of the firm to which the transferring partner is entitled, and, for the purpose of ascertaining that share, to an account as from the date of the dissolution.
30. Minors admitted to the benefits of partnership - (1) A person who is a minor according to the law to which he is subject may not be a partner in a firm but with the consent of all the partners for the time being he may be admitted to the benefits of partnership.
(2) Such minor has a right to such share of the property and of the profits of the firm as may be agreed upon and he may have access to and inspect and copy any of the accounts of the firm.
(3) Such minor's share is liable for the acts of the firm, but the minor is not personally liable for any such act.
(4) Such minor may not sue the partners for an account or payment of his share of the property or profits of the firm, save when severing his connection with the firm, and in such case the amount of his share shall be determined by a valuation made as far as possible in accordance with the rules contained in section 48:
Provided that all the partners acting together or any partner entitled to dissolve the firm upon notice to other partners may elect in such suit to dissolve the firm and thereupon the Court shall proceed with the suit as one for dissolution and for settling accounts between the partners, and the amount of the share of the minor shall be determined along with the shares of the partners.
(5) At any time within six months of his attaining majority, or of his obtaining knowledge that he had been admitted to the benefits of partnership, whichever date is later, such person may give public notice that he has elected to become or that he has elected not to become a partner in the firm, and such notice shall determine his position as regards the firm:
Provided that if he fails to give such notice, he shall become a partner in the firm on the expiry of the said six months.
(6) where any person has been admitted as a minor to the benefits of partnership in a firm, the burden of proving the fact that such person had no knowledge of such admission until a particular date after the expiry of six months of his attaining majority shall lie on the persons asserting that fact.
(7) where such person becomes a partner, -
a) his rights and liabilities as a minor continue up to the date on which he becomes a partner, but he also becomes personally liable to third parties for all acts of the firm done since he was admitted to the benefits of partnership, and
b) his share in the property and profits of the firm shall be the share to which he was entitled as a minor.
(8) Where such person elects not to become a partner,-
a) his rights and liabilities shall continue to be those of a minor under this section up to the date on which he gives public notice,
a) his share shall not be liable for any acts of the firm done after the date of the notice, and
a) he shall be entitled to sue the partners for his share of the property and profits in accordance with subsection (4).
(9) Nothing in subsections (7) and (8) shall affect the provisions of section 28.
CHAPTER V
INCOMING AND OUTGOING PARTNERS
31. Introduction of a partner - (1) Subject to contract between the partners and to the provisions of section 30 no person shall be introduced as a partner into a firm without the consent of all the existing partners.
(2) Subject to the provisions of section 30 a person who is introduced as a partner into a firm does not thereby become liable for any act of the firm done before he became a partner.
