【正文】 ers must also act in good faith and fair dealing in the discharge of all their duties.E. Relationship with Third Party (Agency authority rules applies)If you recall the agency law discussed in the REG, the following are the authority an agent has: Apparent authority A goodfaith 3rd party reasonably assumes the agent has authority as the principal creates such impression. Admitting a new partner Admitting or submitting a legal claim in court or to the arbitration: No partner may waive the legal rights of the other partners by admitting responsibility in court or by agreeing to submit disputes with others to biding arbitration without all partners consenting to the arragnement. Not within the business scope of the partnership business Third parties are aware of a limit to the partner’s actual authority: Apparent authority does not apply when the partners agree to limits on the actual authority of a partner and notify third parties of the limit.F. Admitting or Retiring a partner Retirement of a partnerWhen existing partner retires, the partner will continue to be liable for debts created before retirement unless the creditors agree to perform a novation to release the retiree. An agreement by other parters to hold the retiring partner harmless for all debts will not release the liability, since the debts are not owed to the other partners. Such internal agreement is only an indemnification agreement requiring the remaining partners to reimburse the retiree for any amounts they are forced to pay creditors.In addition, the retiree may continue to be liable for debts created after retirement if A retiring partner may be liable for debts created after the retirement if proper notice of retirement isn’t given to release the apparent authority.However, a retiring partner can limit his liability by giving (1) actual notice third parties are directly informed or (2) constructive notice an announcement of the termination is made in publications that third parties are likely to read (public notice). Notice is not required in case of death of the partner as the termination of the partner’s participation in this case is by operation of law.So the retiring partner also has the ability to make contracts that are binding on the remaining partners if proper notice of retirement hasn’t been made.G. LiabilitiesEach partner is jointly and severally liable for all partnership obligations (whether arising from tort or contract) incurred within the scope of partnership business. debts (voluntary): If the partnership breaches a contract, the third party must attempt to recover damages out of partnership assets first, then may access to the personal assets of the partners for remaining amounts owed. If one partner is personally bankrupty, the third party may access sufficient assets of the solvent partners to satisfy the claim Partners normally are not liable for crimes mitted by other partners.RUPA requires creditors to first attempt collection from partnership before partners unless partnership is bankrupt.H. Termination of a partnershipDissolution means that the partnership must liquidate all assets and cease business. The partner doesn’t terminate on dissolution, but continues until the winding up of the partnership is plete.Generally, a partnership is dissolved and its business must be wound up when any of the following occur:(1) A partner in a partnership at will (., a partnership without a specified duration) gives notice of intent to withdraw。Under RUPA, partner’s death, withdrawal, or bankruptcy doesn’t automatically cause dissolution of partnership unless the partners agree to do so. The supporting theory for this practice is called “entity theory”. Normally the partners may need to do the following (1) Partners that own majority of partnership may choose to continue general partnership within 90 days of partner’s withdrawal, death or bankruptcy.(2) Withdrawal, death or bankruptcy by a partner or partners that leaves only one remaining will cause dissolution, since a partnership must always involve at least two persons.(3) Any partner has the power to dissociate from partnership even if had agreed not to, but is liable for breach of such a contract.Partners can bind other partners and the partnership on contracts until third parties who have known of the partnership are given notices of dissolution (Remember agent law and authority discussed above)