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Partnership Act 1997
64Relationship between partners
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64 Relationship between partners
(1) Subject to sections 66 and 67, this section has effect in relation to
an incorporated limited partnership.
(2) None of the following is an agent of a limited partner in the
partnership:
(a) the partnership or a general partner in the partnership;
(b) an officer, employee, agent or representative of the
partnership or a general partner in the partnership.
(3) An act of a person referred to in subsection (2)(a) or (b) does not
bind a limited partner in the partnership.
(4) A limited partner in the partnership is not an agent of, or a fiduciary
for, the partnership or another partner in the partnership.
(5) An act of a limited partner in the partnership does not bind the
partnership or another partner in the partnership.
(6) To avoid doubt, subsections (2) to (5) do not prevent or limit an
agreement between a partner (the first entity) and another partner
or the partnership (the second entity) under which:
(a) the first entity binds the second entity by acting as its agent; or
(b) the partnership binds the first entity by acting as a partner's
agent.
(7) Any consent or authority that may be given by one or more partners
in a partnership under this Act may be given by a general partner in
the partnership.
(8) The operation of subsection (7) may be varied by an agreement in
the partnership.
Part 3 Incorporated limited partnerships
Division 3 Powers and liabilities of partnership
Partnership Act 1997 30
(9) A limited partner, as that limited partner, may not be a party to any
proceeding commenced in a court or tribunal by or against the
partnership except for any proceeding:
(a) commenced by the partnership against the limited partner; or
(b) commenced by the limited partner against the partnership.
(10) For this section, a reference to a general partner that is a
partnership includes a reference to each partner in that partnership.