When acts fall outside the ordinary course of the partnership, what is required for binding the partnership?

• A. They require unanimous approval of all partners.
• B. They require approval by a majority of partners.
• C. They can be bound by a single partner without any approval.
• D. They require approval by the partnership's governing board.

Answer: (A)

When a partnership acts outside its ordinary course, binding the partnership requires the unanimous approval of all partners. This safeguards the partnership from commitments that are unusual or risky, ensuring that every partner has a say in significant deviations from normal business. It reflects the fiduciary duty partners owe each other to act with the partnership’s best interests in mind, especially when stakes are higher than in day‑to‑day operations.

If the action stays within the ordinary course, a partner acting within the usual scope and authority can bind the partnership, even without unanimous consent. A majority vote or a single partner cannot bind the partnership for actions outside the ordinary course because these scenarios would undermine minority protections and potentially expose the partnership to unforeseen liabilities. The idea of a governing board belongs to corporate structures, not general partnerships, which typically rely on all partners for major decisions unless the partnership agreement provides otherwise.