RELATIONSHIP BETWEEN PARTNERS AND OTHER PERSONS
Texas Business Organizations
Sec. 152.301. PARTNER AS AGENT.
Each partner is an agent of the partnership for the purpose of its business.
Sec. 152.302. BINDING EFFECT OF PARTNER'S ACTION.
(a) Unless a partner does not have authority to act for the partnership in a particular matter and the person with whom the partner is dealing knows that the partner lacks authority, an act of a partner, including the execution of an instrument in the partnership name, binds the partnership if the act is apparently for carrying on in the ordinary course:
(1) the partnership business; or
(2) business of the kind carried on by the partnership.
(b) An act of a partner that is not apparently for carrying on in the ordinary course a business described by Subsection (a) binds the partnership only if authorized by the other partners.
(c) A conveyance of real property by a partner on behalf of the partnership not otherwise binding on the partnership binds the partnership if the property has been conveyed by the grantee or a person claiming through the grantee to a holder for value without knowledge that the partner exceeded that partner's authority in making the conveyance.
Sec. 152.303. LIABILITY OF PARTNERSHIP FOR CONDUCT OF PARTNER.
(a) A partnership is liable for loss or injury to a person, including a partner, or for a penalty caused by or incurred as a result of a wrongful act or omission or other actionable conduct of a partner acting:
(1) in the ordinary course of business of the partnership; or
(2) with the authority of the partnership.
(b) A partnership is liable for the loss of money or property of a person who is not a partner that is:
(1) received in the course of the partnership's business; and
(2) misapplied by a partner while in the custody of the partnership.
Sec. 152.304. NATURE OF PARTNER'S LIABILITY.
(a) Except as provided by Subsection (b) or Section 152.801(a), all partners are jointly and severally liable for all obligations of the partnership unless otherwise:
(1) agreed by the claimant; or
(2) provided by law.
(b) A person who is admitted as a partner into an existing partnership does not have personal liability under Subsection (a) for an obligation of the partnership that:
(1) arises before the partner's admission to the partnership;
(2) relates to an action taken or omission occurring before the partner's admission to the partnership; or
(3) arises before or after the partner's admission to the partnership under a contract or commitment entered into before the partner's admission.
Sec. 152.305. REMEDY.
An action may be brought against a partnership and any or all of the partners in the same action or in separate actions.
Sec. 152.306. ENFORCEMENT OF REMEDY.
(a) A judgment against a partnership is not by itself a judgment against a partner. A judgment may be entered against a partner who has been served with process in a suit against the partnership.
(b) Except as provided by Subsection (c), a creditor may proceed against one or more partners or the property of the partners to satisfy a judgment based on a claim against the partnership only if a judgment:
(1) is also obtained against the partner; and
(2) based on the same claim:
(A) is obtained against the partnership;
(B) has not been reversed or vacated; and
(C) remains unsatisfied for 90 days after:
(i) the date on which the judgment is entered; or
(ii) the date on which the stay expires, if the judgment is contested by appropriate proceedings and execution on the judgment is stayed.
(c) Subsection (b) does not prohibit a creditor from proceeding directly against one or more partners or the property of the partners without first seeking satisfaction from partnership property if:
(1) the partnership is a debtor in bankruptcy;
(2) the creditor and the partnership agreed that the creditor is not required to comply with Subsection (b);
(3) a court orders otherwise, based on a finding that partnership property subject to execution in the state is clearly insufficient to satisfy the judgment or that compliance with Subsection (b) is excessively burdensome; or
(4) liability is imposed on the partner by law independently of the person's status as a partner.
(d) This section does not limit the effect of Section 152.801 with respect to a limited liability partnership.
Sec. 152.307. EXTENSION OF CREDIT IN RELIANCE ON FALSE REPRESENTATION.
(a) The rights of a person extending credit in reliance on a representation described by Section 152.054 are determined by applicable law other than this chapter and the other partnership provisions, including the law of estoppel, agency, negligence, fraud, and unjust enrichment.
(b) The rights and duties of a person held liable under Subsection (a) are also determined by law other than the law described by Subsection (a).
Sec. 152.308. PARTNER'S PARTNERSHIP INTEREST SUBJECT TO CHARGING ORDER.
(a) On application by a judgment creditor of a partner or of any other owner of a partnership interest, a court having jurisdiction may charge the partnership interest of the judgment debtor to satisfy the judgment.
(b) To the extent that the partnership interest is charged in the manner provided by Subsection (a), the judgment creditor has only the right to receive any distribution to which the judgment debtor would otherwise be entitled in respect of the partnership interest.
(c) A charging order constitutes a lien on the judgment debtor's partnership interest. The charging order lien may not be foreclosed on under this code or any other law.
(d) The entry of a charging order is the exclusive remedy by which a judgment creditor of a partner or of any other owner of a partnership interest may satisfy a judgment out of the judgment debtor's partnership interest.
(e) This section does not deprive a partner or other owner of a partnership interest of a right under exemption laws with respect to the judgment debtor's partnership interest.
(f) A creditor of a partner or of any other owner of a partnership interest does not have the right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the partnership.