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Think of an LLP like a walled fortress. When something goes wrong — a contract, a mistake, a lawsuit — the wall is the LLP itself. The partners standing inside are protected. That's the core idea of Section 27.

Section 27 answers one big question: who pays when things go wrong in an LLP? It has four clear rules. First, the LLP is not bound by a partner's act if that partner had no authority to do it and the third party either knew this or didn't even know the person was a partner. So if Rajesh, a partner of Sharma & Co. LLP, signs a ₹40 lakh supply contract he was never authorised to sign, and the supplier knew Rajesh had no such authority — the LLP walks free. Second — and this is the flip side — if a partner commits a wrongful act or omission (like negligence, fraud, or breach of duty) while carrying out LLP business or with the LLP's authority, the LLP becomes liable to the affected third party. The wrongdoing of the partner drags the LLP in, because the partner was acting on its behalf. Third, obligations of the LLP — whether from contracts or anything else — are solely the LLP's obligations, not the personal obligations of the partners. This is the heart of limited liability. Ms. Iyer is a partner in a design LLP. If the LLP owes ₹12 lakhs to a vendor, Ms. Iyer doesn't owe that money from her personal savings. The LLP owes it. Finally, liabilities of the LLP must be met only from the LLP's own property — its assets, bank accounts, receivables. Partners' personal assets are off the table (unless fraud or misconduct is proven under other sections). This is what makes an LLP fundamentally different from a traditional partnership firm, where partners pay from their own pockets. For exams, connect this section with Section 28 (personal liability of partners) and Section 30 (liability for wrongful acts) — they form a complete picture of the liability framework.

📊 Worked example

Example 1 — Unauthorised Act by a Partner

Setup: Mr. Arun and Mr. Bose are partners of AB Consultants LLP. The LLP's partnership agreement restricts each partner from entering contracts above ₹10,00,000 without mutual consent. Mr. Arun, without Mr. Bose's approval, signs a ₹25,00,000 software procurement deal with TechVision Pvt. Ltd. TechVision had previously received written notice from AB Consultants LLP that no partner can independently authorise contracts above ₹10,00,000.

Question: Is AB Consultants LLP bound by this ₹25,00,000 contract?

Working:

  • Step 1: Was Mr. Arun authorised? No — LLP agreement capped his authority at ₹10,00,000.
  • Step 2: Did TechVision know about this restriction? Yes — they had written notice.
  • Both conditions of Section 27(1) are satisfied: (a) no authority, (b) third party knew of no authority.

Answer: AB Consultants LLP is NOT bound by this contract. TechVision cannot enforce the ₹25,00,000 deal against the LLP.

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Example 2 — Wrongful Act in Course of Business

Setup: Ms. Priya is a partner in Priya & Co. LLP, a tax advisory firm. While filing a client's GST return in the ordinary course of LLP business, she negligently files incorrect figures, causing the client a penalty of ₹3,50,000.

Question: Who is liable to the client — Ms. Priya personally, or the LLP?

Working:

  • Step 1: Was the act done in the course of LLP business? Yes — GST filing is core LLP work.
  • Step 2: Section 27(2) applies — wrongful omission by partner during LLP business → LLP is liable.
  • Step 3: Section 27(3) & (4) — the obligation is solely the LLP's; it must be paid from LLP property.

Answer: Priya & Co. LLP is liable for the ₹3,50,000 penalty. The client claims against the LLP's assets, not Ms. Priya's personal bank account.

⚠️ Common exam mistakes

  • Students confuse 'no authority' with 'acted wrongly'. Section 27(1) (LLP not bound) requires BOTH no authority AND third-party knowledge. Don't say the LLP escapes just because the partner had no authority — if the third party didn't know that, the LLP can still be bound under apparent authority rules.
  • Students think partners pay LLP debts from personal assets. Section 27(4) is clear: LLP liabilities come from LLP property only. Never mix this up with ordinary partnership liability. Personal liability kicks in only under specific misconduct/fraud scenarios in other sections.
  • Mixing up Section 27(1) and Section 27(2) in answers. Sub-section (1) is about an unauthorised contractual act — LLP not bound. Sub-section (2) is about a wrongful act in business — LLP is bound. These are opposite outcomes; state the correct sub-section in your exam answer.
  • Forgetting the third party's knowledge element. In Section 27(1)(b), the LLP escapes only if the third party KNEW of the lack of authority OR didn't even know the person was a partner. If the third party innocently believed the partner had authority, this escape route is closed.
  • Writing vague answers like 'the LLP may or may not be liable'. In 4-mark questions, examiners want you to identify which sub-section applies, state the rule, and give a clear conclusion. Structure your answer: Rule → Facts → Conclusion.
📖 Bare Act text — Section 27, Limited Liability Partnership Act 2008 (click to expand)
(1) A limited liability partnership is not bound by anything done by a partner in dealing with a person if— (a) the partner in fact has no authority to act for the limited liability partnership in doing a particular act; and (b) the person knows that he has no authority or does not know or believe him to be a partner of the limited liability partnership. (2) The limited liability partnership is liable if a partner of a limited liability partnership is liable to any person as a result of a wrongful act or omission on his part in the course of the business of the limited liability partnership or with its authority. (3) An obligation of the limited liability partnership whether arising in contract or otherwise, shall be solely the obligation of the limited liability partnership. (4) The liabilities of the limited liability partnership shall be met out of the property of the limited liability partnership.
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