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Conversion into personal estate of land held as partnership property.


against partnership property for a partner's separate judgment debt.

Rules as to interests and duties of

partners subject to special agreement.


22. Where land or any heritable interest therein has become partnership property, it shall, unless the contrary intention appears, be treated as between the partners (including the representatives of a deceased partner), and also as between the heirs of a deceased partner and his executors or administrators, as personal or moveable and not real or heritable estate.

23. (1.) After the commencement of this Act a writ of execution shall not issue against any partnership property except on a judgment against the firm.

(2.) The High Court, or a judge thereof, or the Chancery Court of the county palatine of Lancaster, or a county court, may, on the application by summons of any judgment creditor of a partner, make an order charging that partner's interest in the partnership property and profits with payment of the amount of the judgment debt and interest thereon, and may by the same or a subsequent order appoint a receiver of that partner's share of profits (whether already declared or accruing), and of any other money which may be coming to him in respect of the partnership, and direct all accounts and inquiries, and give all other orders and directions which might have been directed or given if the charge had been made in favour of the judgment creditor by the partner, or which the circumstances of the case may require.

(3.) The other partner or partners shall be at liberty at any time to redeem the interest charged, or in case of a sale being directed, to purchase the same.

(4.) This section shall apply in the case of a cost-book company as if the company were a partnership within the meaning of this Act. (5.) This section shall not apply to Scotland.

24. The interests of partners in the parnership property and their rights and duties in relation to the partnership shall be determined, subject to any agreement express or implied between the partners, by the following rules:

(1.) All the partners are entitled to share equally in the capital and profits of the business, and must contribute equally towards the losses whether of capital or otherwise sustained by the firm. (2.) The firm must indemnify every partner in respect of payments made and personal liabilities incurred by him

(a.) In the ordinary and proper conduct of the business of the firm; or

(b.) In or about anything necessarily done for the preserva-
tion of the business or property of the firm.

(3.) A partner making, for the purpose of the partnership, any actual
payment or advance beyond the amount of capital which he has
agreed to subscribe, is entitled to interest at the rate of five per
cent. per annum from the date of the payment or advance.
(4.) A partner is not entitled, before the ascertainment of profits, to
interest on capital subscribed by him.

(5.) Every partner may take part in the management of the partner-
ship business.

(6.) No partner shall be entitled to remuneration for acting in the
partnership business.

(7.) No person may be introduced as a partner without the consent
of all existing partners.

(8.) Any difference arising as to ordinary matters connected with

the partnership business may be decided by a majority of the
partners, but no change may be made in the nature of the part-
nership business without the consent of all existing partners.
(9.) The partnership books are to be kept at the place of business of
the partnership (or the principal place, if there is more than
one), and every partner may, when he thinks fit, have access to
and inspect and copy any of them.

25. No majority of the partners can expel any partner unless a power Expulsion of to do so has been conferred by express agreement between the partners.


26.-(1.) Where no fixed term has been agreed upon for the duration Retirement of the partnership, any partner may determine the partnership at any from partnertime on giving notice of his intention so to do to all the other partners. ship at will. (2.) Where the partnership has originally been constituted by deed, a notice in writing, signed by the partner giving it, shall be sufficient for this purpose.

27.—(1.) Where a partnership entered into for a fixed term is continued after the term has expired, and without any express new agreement, the rights and duties of the partners remain the same as they were at the expiration of the term, so far as is consistent with the incidents of a partnership at will.

(2.) A continuance of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is presumed to be a continuance of the partnership.

28. Partners are bound to render true accounts and full information of all things affecting the partnership to any partner or his legal repre


29.-(1.) Every partner must account to the firm for any benefit derived by him without the consent of the other partners from any transaction concerning the partnership, or from any use by him of the partnership property name or business connexion.

(2.) This section applies also to transactions undertaken after a partnership has been dissolved by the death of a partner, and before the affairs thereof have been completely wound up, either by any surviving partner or by the representatives of the deceased partner.

30. If a partner, without the consent of the other partners, carries on any business of the same nature as and competing with that of the firm, he must account for and pay over to the firm all profits made by him in that business.

31.-(1.) An assignment by any partner of his share in the partnership, either absolute or by way of mortgage or redeemable charge, does not, as against the other partners, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any accounts of the partnership transactions, or to inspect the partnership books, but entitles the assignee only to receive the share of profits to which the assigning partner would otherwise be entitled, and the assignee must accept the account of profits agreed to by the partners.

(2.) In case of a dissolution of the partnership, whether as respects all the partners or as respects the assigning partner, the assignee is entitled to receive the share of the partnership assets to which the assigning partner is entitled as between himself and the other partners, and, for the purpose of ascertaining that share, to an account as from the date of the dissolution.

Dissolution of Partnership, and its consequences.

32. Subject to any agreement between the partners, a partnership is dissolved

(a.) If entered into for a fixed term, by the expiration of that term: (b.) If entered into for a single adventure or undertaking, by the termination of that adventure or undertaking:

(c.) If entered into for an undefined time, by any partner giving notice to the other or others of his intention to dissolve the partnership.

Where partner

ship for term is continued over, continuance on

old terms presumed.

Duty of partaccounts, &c.

ners to render

Accountability private profits. of partners for

Daty of partner not to compete

with firm.

Rights of assignee of partnership.

share in

Dissolution by expiration or notice.

Dissolution by bankruptcy, death, or charge.

Dissolution by illegality of partnership.

Dissolution by the Court.

Rights of

persons dealing with firm against ap

parent members of firm.

Right of

partners to notify dissolution.


In the last-mentioned case the partnership is dissolved as from the date mentioned in the notice as the date of dissolution, or, if no date is so mentioned, as from the date of the communication of the notice.

33.-(1.) Subject to any agreement between the partners, every partnership is dissolved as regards all the partners by the death or bankruptcy of any partner.

(2.) A partnership may, at the option of the other partners, be dissolved if any partner suffers his share of the partnership property to be charged under this Act for his separate debt.

34. A partnership is in every case dissolved by the happening of any event which makes it unlawful for the business of the firm to be carried on or for the members of the firm to carry it on in partnership.

35. On application by a partner the Court may decree a dissolution of the partnership in any of the following cases: (a.) When a partner is found lunatic by inquisition, or in Scotland by cognition, or is shown to the satisfaction of the Court to be of permanently unsound mind, in either of which cases the application may be made as well on behalf of that partner by his committee or next friend or person having title to intervene as by any other partner :

(b.) When a partner, other than the partner suing, becomes in any other way permanently incapable of performing his part of the partnership contract:

(c.) When a partner, other than the partner suing, has been guilty
of such conduct as, in the opinion of the Court, regard being
had to the nature of the business, is calculated to prejudicially
affect the carrying on of the business :

(d.) When a partner, other than the partner suing, wilfully or per-
sistently commits a breach of the partnership agreement, or
otherwise so conducts himself in matters relating to the partner-
ship business that it is not reasonably practicable for the other
partner or partners to carry on the business in partnership with
him :
(e.) When the business of the partnership can only be carried on
at a loss:

(f.) Whenever in any case circumstances have arisen which, in the
opinion of the Court, render it just and equitable that the
partnership be dissolved.

36. (1.) Where a person deals with a firm after a change in its constitution he is entitled to treat all apparent members of the old firm as still being members of the firm until he has notice of the change.

(2.) An advertisement in the London Gazette as to a firm whose principal place of business is in England or Wales, in the Edinburgh Gazette as to a firm whose principal place of business is in Scotland, and in the Dublin Gazette as to a firm whose principal place of business is in Ireland, shall be notice as to persons who had not dealings with the firm before the date of the dissolution or change so advertised.

(3.) The estate of a partner who dies, or who becomes bankrupt, or of a partner who, not having been known to the person dealing with the firm to be a partner, retires from the firm, is not liable for partnership debts contracted after the date of the death, bankruptcy, or retirement respectively.

37. On the dissolution of a partnership or retirement of a partner any partner may publicly notify the same, and may require the other partner or partners to concur for that purpose in all necessary or proper acts, if any, which cannot be done without his or their concurrence.

38. After the dissolution of a partnership the authority of each partner to bind the firm, and the other rights and obligations of the partners, continue notwithstanding the dissolution so far as may be necessary to wind up the affairs of the partnership, and to complete transactions begun but unfinished at the time of the dissolution, but not otherwise.

Provided that the firm is in no case bound by the acts of a partner who has become bankrupt; but this proviso does not affect the liability of any person who has after the bankruptcy represented himself or knowingly suffered himself to be represented as a partner of the bankrupt.

39. On the dissolution of a partnership every partner is entitled, as against the other partners in the firm, and all persons claiming through them in respect of their interests as partners, to have the property of the partnership applied in payment of the debts and liabilities of the firm, and to have the surplus assets after such payment applied in payment of what may be due to the partners respectively after deducting what may be due from them as partners to the firm; and for that purpose any partner or his representatives may on the termination of the partnership apply to the Court to wind up the business and affairs of

the firm.

40. Where one partner has paid a premium to another on entering into a partnership for a fixed term, and the partnership is dissolved before the expiration of that term otherwise than by the death of a partner, the Court may order the repayment of the premium, or of such part thereof as it thinks just, having regard to the terms of the partnership contract and to the length of time during which the partnership has continued ; unless

(a.) the dissolution is, in the judgment of the Court, wholly or chiefly due to the misconduct of the partner who paid the premium, or (b.) the partnership has been dissolved by an agreement containing no provision for a return of any part of the premium. 41. Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled— (a.) to a lien on, or right of retention of, the surplus of the partnership assets, after satisfying the partnership liabilities, for any sum of money paid by him for the purchase of a share in the partnership and for any capital contributed by him, and is (b.) to stand in the place of the creditors of the firm for any payments made by him in respect of the partnership liabilities, and (c.) to be indemnified by the person guilty of the fraud or making the representation against all the debts and liabilities of the firm.

42.-(1.) Where any member of a firm has died or otherwise ceased to be a partner, and the surviving or continuing partners carry on the business of the firm with its capital or assets without any final settlement of accounts as between the firm and the outgoing partner or his estate, then, in the absence of any agreement to the contrary, the outgoing partner or his estate is entitled at the option of himself or his representatives to such share of the profits made since the dissolution as the Court may find to be attributable to the use of his share of the partnership assets, or to interest at the rate of five per cent. per annum on the amount of his share of the partnership assets.

(2.) Provided that where by the partnership contract an option is given to surviving or continuing partners to purchase the interest of a deceased or outgoing partner, and that option is duly exercised, the estate of the deceased partner, or the outgoing partner or his estate, as the case may be, is not entitled to any further or other share of profits; but if any partner assuming to act in exercise of the option does not in all material respects comply with the terms thereof, he is liable to account under the foregoing provisions of this section.

Continuing authority of partners for purposes of winding up.

Rights of partners as to application of partnership property.

Apportionment of premium where partnership prematurely dissolved.

Rights where partnership dissolved for

fraud or mis


Right of outgoing partner in

certain cases to share profits made after dissolution.

Retiring or deceased

partner's share to be a debt.

Rule for distribution of assets on final settlement of accounts.

Definitions of "court" and "business."

Saving for rules of equity and common law.

Provisions as to bankruptcy in Scotland.


Commencement of Act.

Short title.

Section 48.

43. Subject to any agreement between the partners, the amount due from surviving or continuing partners to an outgoing partner or the representatives of a deceased partner in respect of the outgoing or deceased partner's share is a debt accruing at the date of the dissolution or death. 44. In settling accounts between the partners after a dissolution of partnership, the following rules shall, subject to any agreement, be observed:

(a.) Losses, including losses and deficiencies of capital, shall be paid first out of profits, next out of capital, and lastly, if necessary, by the partners individually in the proportion in which they were entitled to share profits:

(b.) The assets of the firm including the sums, if any, contributed by the partners to make up losses or deficiencies of capital, shall be applied in the following manner and order:

1. In paying the debts and liabilities of the firm to persons who are not partners therein :

2. In paying to each partner rateably what is due from the firm to him for advances as distinguished from capital: 3. In paying to each partner rateably what is due from the firm to him in respect of capital:

4. The ultimate residue, if any, shall be divided among the partners in the proportion in which profits are divisible. Supplemental.


45. In this Act, unless the contrary intention appears,—
The expression court includes every court and judge having
jurisdiction in the case:

The expression "business" includes every trade, occupation, or

46. The rules of equity and of common law applicable to partnership shall continue in force except so far as they are inconsistent with the express provisions of this Act.

47. (1.) In the application of this Act to Scotland the bankruptcy of a firm or of an individual shall mean sequestration under the Bankruptcy (Scotland) Acts, and also in the case of an individual the issue against him of a decree of cessio bonorum.

(2.) Nothing in this Act shall alter the rules of the law of Scotland relating to the bankruptcy of a firm or of the individual partners thereof.

48. The Acts mentioned in the schedule to this Act are hereby repealed to the extent mentioned in the third column of that schedule.

49. This Act shall come into operation on the first day of January one thousand eight hundred and ninety-one.

50. This Act may be cited as the Partnership Act, 1890.

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