Law for Manager

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The partnership act 1890 governs the relationship of the persons and the outside world. And in respect of dissolution; if there is no partnership agreement, the partnership act set out the rights and duties of the partners. Such rights and duties (by act or agreement) may be varies by the consent of all partners. (S 19). ‘The relation which subsists between persons carrying on a business in common with a view to profit.’ Under S24 (5) ‘in common’ means every partner has a say in the firm. The members are only liable for their subscription unless the partnership agreement says otherwise. Saywell V Rope [1979] the wives are not in the partnership as no evidence suggested. ‘Person’ includes a corporation as well as individuals. Companies can enter partnership. ‘With a view to profit’ means certain organisations are excluded. E.g. club or society has no view to profit. Pitreavie Golf Club V Penman [1934] creditor sue under partnership, held, Club’s motivation was to allow member to play not share in profit. ‘Business’ included every trade, occupation and profession. Keith Spicer Ltd V Mansell [1970] Claimant sue the partnership for debt owned, held, there were no partnership so claim failed. Because def carrying on business with no view to profit. It is important to determine whether a partnership exists. For tax reason. When acting in the course of business, the company will bind the other partners to outsiders. S.24 right to share in profit, management, duties and faith since the arrangement is uberrimae fidei. S.35 dissolution. If not acting in good faith then the court can dissolve the partnership. S.28 duty to disclose, bond to render true account of all things affecting the partnership to any partners or their legal representatives. Law V Law [1905] – After the sales agreement there is a partnership asset that was not hidden from the account. But W had lost the right to avoid the contract as he takes the money while knowing disclosure had not made. Held: the agreement to sell shares is avoidable. The contract may be verbally, written or in deed. Basic: A partnership is not a company since it is not incorporated; therefore it has no legal personality separate from its members. Partnership may be implied by conduct where a ‘person holds himself out’ as being a partner. Then he will be liable for the debt incurred S.14 Under the Rules of the Supreme Court 1965, the partners may be sued in the firm’s name. In KHAN & OTHERS V MIAH & OTHERS [2000] HL confirmed that partnership begins at the point of agreement, not the point when the trading starts. S. 5 each partner is an agent for the firm, has the power to bind the firm by his conduct. The partner is agent as far as he’s acting on the firm’s ordinary activities. Mercantile Credit Co V Garrod [1962] – G was sleeping partner and partnership agreement prohibited the sale of cars which P did. Held: G was bound by contract by virtue of S.5 making the contract was the doing of an ‘act for carrying on in the usual way business kind carried on by the firm.’ S 29 (1) every partner must account to the firm for any benefit made by him from any transaction concerning the partnership, it property, name or business connection. Bentley V Craven [1853] C brought products at low price but sell them to the firm at wholesale rate. Held: C can’t retain the profit from these transaction and profit need to hand to the firms. C had used partnership asset, his position to make profit. No person may be introducing as a partner without the consent of all partners. Consent is implied by the other partner when they sign the article. Any different concerning the running of the business, it must be resolved by a majority vote of the partners. If a fundamental change is proposed, requires consent of all partners. S.9 every partner is liable jointly with the other partner for all debts and obligation of the firm. The civil liability Act 1978 provided that judgement recovered against any person...
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