Detailed Answer
(a) A partner’s apparent authority is derived from the
reasonable perceptions of third parties due to the manifestations
or representations of the partnership concerning the authority
each partner possesses to bind the partnership. However, if third
parties are aware of a formal resolution which limits the partner’s
actual authority to bind the partnership, then that partner’s apparent
authority will also be limited. Answer (b) is incorrect
because if third parties are unaware of such a resolution which
limits the partner’s actual authority, then the partner retains apparent
authority to bind the partnership. Answer (c) is incorrect
because third parties should be aware that in order for a partner
to submit a claim against the partnership to arbitration, unanimous
consent of the partners is needed. Therefore, a partner has
no apparent authority to take such an action. Answer (d) is incorrect
because as stated above, the apparent authority of a partner
to bind the partnership is not derived from the express powers
and purposes contained in the partnership agreement.
