South Australian Current Acts South Australian Current Acts51C—Relationship of partners in incorporated limited partnership to
others and between themselves
(1) Except as
otherwise provided by the partnership agreement or agreed between the partners
in an incorporated partnership—
(a) 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
(b) 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.
(2) 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.
(3) 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—
(a) the
first person acts as an agent of the second person and, by so acting, binds
the second person; or
(b) the
second person acts as an agent of the first person and, by so acting, binds
the first person.
(4) 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.
(5) 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.
(6) 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.
(7) This section is
subject to section 65A (Limited partner not to take part in the
management of the incorporated limited partnership).