Section 32: Dealings between limited partnerships and other persons

32. Dealings between limited partnerships and other persons (1) A limited partnership shall be liable for anything done by a partner except where— (a) the partner had no authority to act on behalf of the limited partnership; and (b) the person with whom the partner is dealing— (i) was given notice that the partner has no authority; or (ii) genuinely believed him to be a partner in the limited partnership. (2) A limited partnership or a guarantor of an obligation of a limited partnership shall not assert against a person dealing with the limited partnership or with a person who has acquired property, rights, or interests from the limited partnership that— (a) the partnership agreement has not been complied with; (b) a person named as officer of the limited partnership in the latest notice received by the Registrar— (i) is not an officer of the limited partnership; (ii) has not been duly appointed; or (iii) does not have authority to exercise a power which an officer of a limited partnership carrying on business of the kind carried on by the limited partnership customarily has authority to exercise; [Issue 4] L15A – 22 Revised Laws of Mauritius (c) a person held out by the limited partnership as officer, employee, or agent of the limited partnership— (i) has not been duly appointed; or (ii) does not have authority to exercise a power which an officer, employee or agent of a limited partnership carrying on business of the kind carried out by the limited partnership customarily has authority to exercise; (d) a person held out by the limited partnership as an officer, employee or agent of the limited partnership with authority to exercise a power which an officer, employee or agent of a limited partnership carrying on business of the kind carried on by the limited partnership does not customarily have authority to exercise; (e) a document issued on behalf of a limited partnership by an officer, employee or agent of the limited partnership with actual or usual authority to issue the document is not valid or not genuine, unless the person has, or ought to have, by virtue of his position in, or his relationship with, the limited partnership, knowledge of the matters referred to in paragraph (a), (b), (c), (d) or (e), as the case may be. (3) Subsection (2) shall apply even though a person of the kind referred to in paragraphs (b) to (e) of that subsection acts fraudulently or forges a document that appears to have been signed on behalf of the limited partnership, unless the person dealing with the limited partnership or with a person who has acquired property, rights or interests from the limited partnership had actual knowledge of the fraud or forgery.