| 单词 | Implied powers of partner |
| 释义 | 合顆人的隱含權力 The authority to act which one would reasonably expect a partner of a firm, as an ordinary business person, to have, in order to ensure the proper functioning of the partnership business. The implied authority of a partner may include the power to: borrow money; bind the firm and all the co-partners by making, accepting and issuing negotiable instruments in the firm’s name; lend the firm’s money upon mortgage; receive and give a good discharge for debts due to his firm, but not for the debt owed by one of his partners in his personal capacity; release a debt when payment is made to the firm; pay debts owed by the firm; release a cause of action which the partner and his co-partners are plaintiffs. The managing partner has authority to defend an action brought against the firm which relates to its usual business. A surviving partner can give a valid security on the partnership assets for a partnership debt incurred before the death of his co-partner. However, the implied authority of partners will be affected by any special course of dealing, but apart from this it will not extend to anything done otherwise than in the usual course of the partnership business and in the way in which it would usually be done in businesses of that kind. A partner has no implied authority to: do acts not usually incidental to the scope of the partnership business; make his co-partners partner with another person in another business; execute deeds on behalf of his firm; take as security any property to which a liability is attached: Halsbury’s Laws of England (4th Ed) Vol 35 para 46-54. See also Partner; Partnership; Powers of partner. 合顆人會被合理地預期作為一名普通生意人所擁有，以確保有關的合夥業務可妥善地運作的行事權限。合顆人的隱含權限可包括：借貸；以合顆名義訂立、接受及發行對有關合顆及所有共同合夥人具約束力的可流轉票據；在有抵押的情況下借出合顆的款項；收取對合顆的欠債，及給予充分的責任解除，但不包括他其中一名合顆人以自己的身份所負有的債項；解除向合顆還款的債務；償還合顆的欠債；放棄以合顆及其共同合夥人為原告的訴訟因由。管理合顆人有就針對合顆而關於合顆的慣常業務的訴訟作出抗辯的權限。尚存的合夥人可就其共同合顆人逝世前招致的債項，以合顆資產給予有效的抵押。但合顆人的隱含權限會受特定的交易過程影響，但除此以外，不會擴至慣常合顆業務過程以外的作為，以及該類業務以外的慣常處事方法。合顆人沒有下述隱含權限：作出並非慣常附帶於合顆業務範圍內的作為；令其共同合顆人在其他業務上成為另一人的合顆人；代表其合顆簽立契約；接受附有法律責任的財產作抵押：Halsbury Laws of England（第4版）第35冊，第46至54段。另見 Partner; Partnership; Powers of partner。 |
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