Page images

another are for the purposes of this Ordinance called collect-firm “and ively a firm, and the name under which their business is carried on is called the firm name.

Relations of partners to persons dealing with them.

firm name"

7. Every partner is an agent of the firm and his other Power of partners for the purpose of the business of the partnership; bind the firm partner to and the acts of every partner who does any act for carrying on in the usual way business of the kind carried on by the firm of which he is a member, bind the firm and his partners, unless the partner so acting has in fact no authority to act for the firm in the particular matter, and the person with whom he is dealing either knows that he has no authority, or does not know or believe him to be a partner.

bound by acts

8. An act or instrument relating to the business of the firm Partners and done or executed in the firm name, or in any other manner on behalf showing an intention to bind the firm, by any person thereto of firm authorised, whether a partner or not, is binding on the firm and all the partners:

Provided that this section shall not affect any general rule of law relating to the execution of deeds, instruments or documents affecting land, or negotiable instruments.

credit of firm

9. Where one partner pledges the credit of the firm for a Partner using purpose apparently not connected with the firm's ordinary for private course of business, the firm is not bound, unless he is in fact purposes specially authorised by the other partner or partners; but this section does not affect any personal liability incurred by an individual partner.

notice that

10. If it has been agreed between the partners that any Effect of restriction shall be placed on the power of any one or more of firm will not them to bind the firm, no act done in contravention of the be bound by agreement is binding on the firm with respect to persons having notice of the agreement.

acts of partner

11. Every partner in a firm is liable jointly with the other Liability of partners, for all debts and obligations of the firm incurred partner while he is a partner; and after his death his estate is also severally liable, in a due course of administration, for such debts and obligations, so far as they remain unsatisfied but subject to the prior payment of his separate debts.


12. Where, by any wrongful act or omission of any partner Liability of acting in the ordinary course of the business of the firm, or firm for with the authority of his co-partners, loss or injury is caused to any person not being a partner in the firm, or any penalty is incurred, the firm is liable therefore to the same extent as the partner so acting or omitting to act.

13. In the following cases, namely


cation of

money or property received for or in custody of firm

Liability for

and several

(a) Where one partner acting within the scope of his apparent authority receives the money or property of a third person and misapplies it; and

(b) Where a firm in the course of its business receives money or property of a third person, and the money or property so received is misapplied by one or more of the partners while it is in the custody of the firm. the firm is liable to make good the loss.

14. Every partner is liable jointly with his co-partners and wrongs, joint also severally for everything for which the firm while he is a partner therein becomes liable under either of the two last. preceding sections.

Improper employment of trust

property for partnership purposes

Persons liable


15. If a partner, being a trustee, improperly employs trust property in the business or on the account of the partnership, no other partner is liable for the trust property to the persons beneficially interested therein :

Provided as follows:

1. This section shall not affect any liability incurred by any partner by reason of his having notice of a breach of trust; and

2. Nothing in this section shall prevent trust money from being followed and recovered from the firm if still in its possession or under its control.

16. Every one who by words spoken or written or by by holding conduct represents himself, or who knowingly suffers himself to be represented, as a partner in a particular firm, is liable as a partner to any one who has on the faith of any such representation given credit to the firm, whether the representation has or has not been made or communicated to the person so giving credit by or with the knowledge of the apparent partner making the representation or suffering it to be made.

Admissions and representations of partners

Notice to

acting partner

to firm

(2) Provided that where after a partner's death the partnership business is continued in the old firm name, the continued use of that name or of the deceased partner's name as part thereof shall not itself make his executors or administrators, estate or effects liable for any partnership debts contracted after his death.

17. An admission or representation made by any partner concerning the partnership affairs, and in the ordinary course of its business, is evidence against the firm.

18. Notice to any partner who habitually acts in the to be notice partnership business, of any matter relating to partnership affairs operates as notice to the firm, except in the case of a fraud on the firm committed by or with the consent of that partner.

Liability of

incoming and



19. A person who is admitted as a partner into an existing firm does not thereby become liable to the creditors of the firm for anything done before he became a partner.

(2) A partner who retires from a firm does not thereby cease to be liable for partnership debts or obligations incurred before his retirement.

(3) A retiring partner may be discharged from any existing liabilities, by an agreement to that effect between himself and the members of the firm as newly constituted and the creditors, and this agreement may be either expressed or inferred as a fact from the course of dealing between the creditors and the firm as newly constituted.

20. A continuing guaranty given either to a firm or to a Revocation of third person in respect of the transactions of a firm is, in the guaranty by continuing absence of agreement to the contrary, revoked as to future change in firm transactions by any change in the constitution of the firm to which, or of the firm in respect of the transactions of which, the guaranty was given.

Relations of partners to one another.

consent of

21. The mutual rights and duties of parties, whether Variation by ascertained by agreement or defined by this Ordinance, may be terms of varied by the consent of all the partners, and such consent may partnership be either express or inferred from a course of dealing.


22. All property and rights and interests in property Partnership originally brought into the partnership stock or acquired, whether by purchase or otherwise, on account of the firm, or for the purposes and in the course of the partnership business, are called in this Ordinance partnership property and must be held and applied by the partners exclusively for the purposes of the partnership and in accordance with the partnership agreement.

(2) Provided that the legal estate or interest in any land which belongs to the partnership shall devolve according to the nature and tenure thereof, and the general rules of law thereto applicable. but in trust, so far as necessary, for the persons beneficially interested in the land under this section.

(3) Where co-owners of an estate or interest in any land not being itself partnership property, are partners as to profits made by the use of that land or estate, and purchase other land or estate out of the profits, to be used in like manner, the land or estate so purchased belongs to them, in the absence of an agreement to the contrary, not as partners, but as co-owners for the same respective estates and interests as are held by them in the land or estate first mentioned at the date of the purchase.

23. Unless the contrary intention appears, property bought Property with money belonging to the firm is deemed to have been bought with bought on account of the firm.

partnership money

24. Where land or any interest therein has become partner- Land held as ship property, it shall, unless the contrary intention appears, property to be


treated as personal


Procedure against partnership property for a partner's separate

judgment debt

Rules as to

duties of

be treated as between the partners (including the representatives of a deceased partner), as personal or inovable and not real estate.

25. After the commencement of this Ordinance a writ of execution shall not issue against any partnership property except on a judgment against the firm.

(2) The Court, or a judge thereof, may, in chambers, on application by summons by 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.

26. The interest of partners in the partnership property interests and 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:


subject to



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 preservation 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 from the date of the payment or advance;

4. A partner is not entitled, before the ascertainment of profits, to interest on the capital subscribed by him:

5. Every partner may take part in the management of the partnership 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 partnership 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.


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


28. Where no fixed term has been agreed upon for the Retirement duration of the partnership, or if a partnership is continued from after a fixed term has expired, any partner may determine the at will partnership at any time on giving notice of his intention so to do to all the other partners.

(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.

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

(2) A continuance of the business by the partuers 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.


on old terms presumed


30. Partners are bound to render true accounts and full Partners to information of all things affecting the partnership to any accounts, etc. partner or his legal representatives.

partners for

31. Every partner must account to the firm for any benefit Accounta derived by him without the consent of the other partners from bility of any transaction concerning the partnership, or from any use by private profits him of the partnership property, name or business connection.

(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.


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

« EelmineJätka »