Article 28 - Restrictions on Liability of former Partners or employees by "holding out"

(1) This Article limits the circumstances in which a person ("A") who has ceased to be a Partner in a Partnership may be held personally liable under Article 26(1) for a Partnership Obligation incurred by a person ("B") who dealt with the Partnership in reliance on a representation made while A was a Partner.
(2) A is not liable if the representation was made or communicated to B:
(A) while A was still a Partner, but
(B) more than one year before B dealt with the Partnership in reliance on it.
(3) A is not liable if:
(A) the representation was made or communicated to B while A was still a Partner; and
(B) before B dealt with the Partnership in reliance on the representation, notice that A was ceasing, or had ceased, to be a Partner was given to B (or sent to B's last known Address).
(4) A is not liable if the representation consists merely in:
(A) the PartnershipBusiness continuing to be carried on in the same PartnershipName; or
(B) the PartnershipName continuing to include A's Name, after A has ceased to be a Partner.
(5) In this Article, references to a Partner in a Partnership include an employee of the Partnership.