Relationship of partners in incorporated limited partnership to others and between themselves
51C Relationship of partners in incorporated limited partnership to others and between themselves
Except as otherwise provided by the partnership agreement or agreed between the partners in an incorporated partnership—
a general partner, the partnership or an officer, employee, agent or representative of a general partner or of the partnership is not an agent of a limited partner and the acts of a general partner or of the partnership or of such an officer, employee, agent or representative do not bind a limited partner; and
a limited partner is not an agent of, nor fiduciary for, a general partner or another limited partner or the partnership and the acts of a limited partner do not bind a general partner, another limited partner or the partnership itself.
A reference in subsection (1) to a general partner includes, if the general partner is a partnership or an external partnership, a reference to a partner in that partnership.
Nothing in subsection (1) prevents the making of, or limits or restricts, an agreement between a partner (the first person) and either another partner or the incorporated limited partnership (the
second person) under which—
the first person acts as an agent of the second person and, by so acting, binds the second person; or
the second person acts as an agent of the first person and, by so acting, binds the first person.
Any consent or authority which under this Act is required or permitted to be given by a partner or 2 or more partners or all the partners may, in the case of an incorporated limited partnership and without limiting any other way in which it might be given, be given by that partner or those partners by or under the partnership agreement either in relation to all cases, or in relation to all cases subject to specified exceptions, or in relation to any specified case or class of case.
Any consent or authority which under this Act is required or permitted to be given by an incorporated limited partnership may, without limiting any other way in which it might be given, be given by a general partner or 2 or more general partners acting in accordance with the partnership agreement.
A limited partner, as limited partner, is not a proper party to any proceeding commenced in a court or tribunal by or against the incorporated limited partnership, other than a proceeding commenced by the incorporated limited partnership against the limited partner or by the limited partner against the incorporated limited partnership.
This section is subject to section 65A (Limited partner not to take part in the management of the incorporated limited partnership).
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