ADVOKS GLOBAL · KENYA
Partnerships Act
25. Non-partners who are liable by "holding out".
Edition: 2022-12-31 · In force
25. Non-partners who are liable by "holding out".
(1)A person who is not a partner in a partnership and who by words spoken or written or by conduct—(a)represents the partnership as a partner; or(b)knowingly allows the partnership to be represented as a partner,is personally liable as a partner, for any obligation incurred to anyone who, on the faith of that representation, deals with the person.(2)A person who was a partner at the time a representation was made is liable under subsection (1) even if the representation was not acted on until after the person ceased to be a partner.(3)Subsection (1) applies—(a)even if the former partner does not know that the representation has been made or communicated to a person; and(b)whether the representation is made or communicated in writing, by conduct or otherwise.(4)A former partner shall be entitled to be indemnified by the partnership in respect of a payment made by the partner to discharge the whole or a part of personal liability under subsection (1) for a partnership obligation or in reasonable settlement of an alleged personal liability under subsection (1).(5)An indemnity under subsection (4) shall not affect any claim which the partnership or a partner may have against a former partner.(6)This section shall apply subject to section 33.Change in partners