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ACCA Applied Skills · Corporate and Business Law (Global) · Partnerships

Chen, Dara and Eli are partners in a design firm. Chen, without authority and outside the usual business of the firm, signs a long lease of a luxury yacht for personal use, in the firm's name. The lessor knows the firm is a design business. What is the position?

The firm is not bound. A partner binds the firm only for acts within the usual course of its business, and leasing a yacht is outside a design firm's normal activity. The lessor knew the business type, so cannot rely on apparent authority; Chen is personally liable.

  1. AThe firm is bound, because Chen is a partner
  2. BThe firm is not bound, because the act is not in the usual course of business and the lessor knew or should have known thisCorrect
  3. CThe firm is bound only to the extent of Chen's capital contribution

Explanation

A partner's implied authority covers only acts in the usual course of the firm's business. Leasing a yacht is clearly unusual for a design firm and the lessor was aware of the nature of the business. The first option is wrong because partner status alone does not create authority for unusual acts.

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