Partner agent of partnership; restrictions on authority

1. Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which the partner is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom the partner is dealing has knowledge of the fact that the partner has no such authority. 2. An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners. 3. Except as otherwise provided in subsection 5, unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to: (a) Assign the partnership property in trust for creditors or on the assignee’s promise to pay the debts of the partnership; (b) Dispose of the goodwill of the business; (c) Do any other act which would make it impossible to carry on the ordinary business of a partnership; (d) Confess a judgment; or (e) Submit a partnership claim or liability to arbitration or reference. 4. No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction. 5. One or more of the partners designated in an agreement among all of the partners may sell all or substantially all of the property of the partnership without the unanimous approval or consent of the partners if: (a) The sale is approved by a vote; or (b) The prior consent of the partners for a sale of all or substantially all of the property has been given in an agreement among the partners, Ê and written notice of the sale is sent by registered or certified mail to all partners at least 15 days before the date of the sale.