## Section 28 — Extent of Liability of a Partner

### Core Rule

A partner of an LLP is not personally liable, directly or indirectly, for an obligation of the LLP solely by reason of being a partner.

### Exception — Personal Liability for Own Wrongful Acts

A partner shall be personally liable for his own wrongful act or omission, BUT NOT for the wrongful act or omission of any other partner.

### Key Takeaway

This is the cornerstone of the 'Limited Liability' feature of LLP:

LLP's liabilities → met out of LLP's property only
Innocent partners → shielded from acts of other partners
Wrongdoing partner → personally liable for his own wrong

### Practical Implication

If Partner A commits fraud or wrongful act:

A is personally liable for his own act
Other partners B, C, D are NOT personally liable for A's act
LLP itself may still be liable (subject to authority)

Worked example

### Example 1

Example: Mr. X, partner in ABC LLP, signs a contract within his authority. The LLP fails to perform. Is X personally liable?

Answer: No. Under Section 28(1), X is not personally liable merely because he is a partner. The liability lies with the LLP. LLP property will be used to satisfy the claim.

### Example 2

Example: Mr. Y, partner in PQR LLP, negligently damages a client's property while acting on LLP business. Mr. Z (another partner) had nothing to do with this act. Who is liable?

Answer: Mr. Y is personally liable under Section 28(2) for his own wrongful act. Mr. Z is NOT personally liable for Y's wrongful act. The LLP may also be liable.

⚠️ Common exam mistakes

Confusing LLP partner liability with partnership firm liability — in a firm, every partner is jointly and severally liable; in LLP, the innocent partner is shielded.
Assuming the wrongdoing partner is also shielded — he is NOT; personal liability attaches for his own wrongful act/omission.
Forgetting that the LLP itself may still be liable even when individual partners are not personally liable.

Bare-Act text Section 28 · Limited Liability Partnership Act, 2008 · click to expand

Section 28 — Extent of liability of partner: (1) A partner is not personally liable, directly or indirectly, for an obligation of the LLP solely by reason of being a partner of the LLP. (2) A partner shall be personally liable for his own wrongful act or omission, but a partner shall not be personally liable for the wrongful act or omission of any other partner of the LLP.

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Extent of Liability of Partners (Section 28)

Worked example

⚠️ Common exam mistakes