Section 35. (1) After dissolution a partner can bind the partnership except as provided in paragraph (3)
(a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution;
(b) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction
(I) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or
(II) Though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution has not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on.
(2) The liability of a partner under paragraph (1b) shall be satisfied out of partnership assets alone when such partner had been prior to dissolution
(a) Unknown as a partner to the person with whom the contract is made; and
(b) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.
(3) The partnership is in no case bound by any act of a partner after dissolution
(a) Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; or
(b) Where the partner has become bankrupt; or
(c) Where the partner has no authority to wind up partnership affairs, except by a transaction with one who
(I) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority; or
(II) Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of his want of authority, the fact of his want of authority has not been advertised in the manner provided for advertising the fact of dissolution in paragraph (1 b II).
(4) Nothing in this section shall affect the liability under section sixteen of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business.
Structure Massachusetts General Laws
Part I - Administration of the Government
Title XV - Regulation of Trade
Section 1 - Citation of Chapter
Section 3 - Knowledge and Notice; Definition
Section 4 - Interpretation and Construction
Section 5 - Application of Rules of Law and Equity
Section 6 - Partnership, Defined; Application to Prior Associations; Limited Partnerships
Section 7 - Rules for Determining Existence of Partnership
Section 8 - Partnership Property; Acquisition and Conveyance
Section 9 - Partner as Agent of Partnership; Authority
Section 10 - Conveyance to Title to Realty
Section 11 - Admissions and Representations
Section 12 - Notice to and Knowledge of Partner; Imputation to Partnership
Section 13 - Liability of Partnership for Wrongful Acts of Partners
Section 14 - Liability of Partnership for Partner's Misapplication of Money or Property
Section 15 - Joint and Several Liability of Partners
Section 16 - Misrepresentation of Self as Partner; Liability
Section 17 - Liability of New Partner for Partnership Obligations
Section 18 - Rights and Duties of Partners
Section 19 - Partnership Books; Right of Inspection
Section 20 - Disclosure of Information on Demand
Section 22 - Partner's Right to Formal Accounting
Section 23 - Continuation of Partnership Beyond Time Fixed for Termination
Section 26 - Interest in Partnership; Profits
Section 27 - Conveyance of Interest in Partnership; Rights of Assignee
Section 28 - Creditor's Remedy to Reach Partner's Interest in Partnership
Section 29 - Dissolution and Winding Up; Definition
Section 30 - Effect of Dissolution
Section 31 - Causes of Dissolution
Section 32 - Decree of Dissolution
Section 33 - Effect of Dissolution on Partner's Authority
Section 34 - Dissolution by Act, Death or Bankruptcy; Liability to Co-Partners
Section 35 - Authority and Liability After Dissolution
Section 37 - Right to Wind Up Partnership Affairs
Section 38 - Rights of Partners Upon Dissolution
Section 39 - Rights of Partner Entitled to Rescind Partnership
Section 40 - Rules for Settling Accounts Between Partners
Section 41 - Creditors' Rights; Continuing Business of Dissolved Partnership
Section 43 - Right to an Account
Section 44 - Actions to Reach and Apply Corporate Shares and Interests
Section 45 - Registration as Limited Liability Partnership; Annual Report; Withdrawal; Revocation
Section 46 - Name of Registered Limited Liability Partnership
Section 47 - Recognition Outside Commonwealth