(1) A limited partnership is bound by a general partner’s act with respect to a transaction with another party after dissolution if any of the following applies: (a) The act is appropriate for winding up the partnership’s activities and affairs, unless the partner did not have authority to act for the partnership in the particular matter and the party with which the partner was dealing knew or had notice that the partner lacked authority. (b) The act would have bound the partnership under s. 179.0402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution. (2) A person dissociated as a general partner binds a limited partnership with respect to a transaction with another party through an act occurring after dissolution if all of the following apply: (a) At the time the other party enters into the transaction, less than 2 years has passed since the dissociation. (b) At the time the other party enters into the transaction, the other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner. (c) The act is appropriate for winding up the partnership’s activities and affairs, or the act would have bound the partnership under s. 179.0402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
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