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Case Problems · Q11

Q.P, Q, and R are partners in a firm. P, without consulting Q and R, enters into a contract to acquire a piece of immovable property in the firm's name from a seller who has no knowledge of any restriction on P's authority. Is the firm bound by this transaction?

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✓ Free question

Step 1 — Identify the nature of the act. P is acquiring immovable property on the firm's behalf. Section 19(2) specifically lists this among the acts excluded from a partner's implied authority.

Step 2 — Was P expressly authorised? The facts state P acted 'without consulting Q and R' — nothing suggests Q and R had earlier expressly authorised P to acquire immovable property on the firm's behalf. Without such express authorisation, P has no authority at all (implied or express) to bind the firm to this specific kind of transaction.

Step 3 — Does the seller's lack of knowledge of a 'restriction' change this? Note carefully: Section 20's rule about a third party needing knowledge of a 'restriction' applies where a partner's IMPLIED authority has been cut down by an internal agreement among the partners. Here, the issue is different — acquiring immovable property was NEVER within P's implied authority in the first place (it is excluded by Section 19(2) itself, not by a special internal restriction), so there is no baseline implied authority for the seller to rely on at all.

Step 4 — Conclusion. The firm is not bound by P's purchase, since P acted outside both his implied authority (excluded by Section 19(2)) and any shown express authority. Q and R may repudiate the transaction; P himself may, however, be personally liable to the seller if the seller reasonably believed P had authority to act for the firm and suffers a loss as a result.

✓Final answer

The firm is not bound, since acquiring immovable property is excluded from a partner's implied authority under Section 19(2) and P had no express authorisation from Q and R; the transaction can be repudiated by the firm.

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