The Law Commission. Consultation Paper No The Scottish Law Commission. Discussion Paper No PARTNERSHIP LAW. A Joint Consultation Paper. LAWS OF KENYA. PARTNERSHIP ACT. CHAPTER Revised Edition [ ]. Published by the National Council for Law Reporting with the Authority of. THE PARTNERSHIP ACT PAKISTAN partnership act pakistan notes partnership act pakistan definition partnership act pdf partnership act .
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Application of provisions of Act IX of 4. Definition of "Partnership", "Partner. 5. Partnership not created by status. 6. Mode of determining existence of. Determination as to whether a person is a partner in a partnership, governed by this Part. Relations of Partners to Persons Dealing with them. Acts of. 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.
General duties of partners Duty to indemnify for loss caused by fraud Determination of rights and duties of partners by contract between the partners Agreements in restraint of trade The conduct of the business Mutual rights and liabilities The property of the firm Application of the property of the firm
Effect of notice to acting partner. Notice to a partner, who habitually acts in the business of the firm of any matter relating to the affairs of the firm 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 a partner for acts of the firm. Every partner is liable, jointly with all the other partners and also severally, for all acts of the firm done while he is a partner.
Liability of the firm for wrongful acts of a partner. Where, by the wrongful act or omission of a partner acting in the ordinary course of the business of a firm, or with the authority of his partners, loss or injury is caused to any third party, or any penalty is incurred, the firm is liable therefor to the same extent as the partner.
Liability of firm for misapplication by partners. Where- a a partner acting within his apparent authority receives money or property from a third party and misapplies it, or b a firm in the course of its business receives money or property from a third party, and the money or property is misapplied by any of the partners while it is in the custody of the firm, the firm is liable to make good the loss.
Holding out. Minors admitted to the benefits of partnership. Introduction of a partner.
Retirement of a partner. Expulsion of a partner.
Insolvency of a partner. Liability of estate of deceased partner.
Where under a contract between the partners the firm is not dissolved by the death of a partner, the estate of a deceased partner is not liable for any act of the firm done after his death. Right of outgoing partner to carry on competing business.
Agreements in restraint of trade- 2 A partner may make an agreement with his partners that on ceasing to be a partner he will not carry on any business similar to that of the firm within a specified period or within a specified local limits; and, notwithstanding anything contained in Section 27 of the Indian Contract Act, , such agreement shall be valid if the restrictions imposed are reasonable.
Right of outgoing partner in certain cases to share subsequent profits.
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 the property of the firm without any final settlement of accounts as between them and the outgoing partner or his estate, then, in the absence of a contract 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 he ceased to be a partner as may be attributable to the use of his share of the property of the firm or to interest at the rate of six per cent.
Revocation of continuing guarantee by change in firm. A continuing guarantee given to a firm, or to a third party in respect of the transactions of a firm, is, in the absence of agreement to the contrary, revoked as to future transactions from the date of any change in the constitution of the firm.
Dissolution of a firm. Dissolution by agreement. A firm may be dissolved with the consent of all the partners or in accordance with a contract between the partners. Compulsory dissolution.
A firm is dissolved,- a omitted by Act 31 of b by the happening of any event which makes it unlawful for the business of the firm to be carried on or for the partners to carry it on in partnership: Provided that, where more than one separate adventure or undertaking is carried on by the firm the illegality of one or more shall not of itself cause the dissolution of the firm in respect of its lawful adventures and undertakings.
Dissolution on the happening of certain contingencies. Subject to contract between the partners a firm is dissolved,- a if constituted for a fixed term, by the expiry of that term; b if constituted to carry out one or more adventures or undertakings, by the completion thereof; c by the death of a partner; and d by the adjudication of a partner as an insolvent. Dissolution by notice of partnership at will.
Dissolution by the Court. Liability for acts of partners done after dissolution. Right of partners to have business wound up after dissolution.
Continuing authority of partners for purposes of winding up. After the dissolution of a firm the authority of each partner to bind the firm, and the other mutual rights and obligations of the partners continue notwithstanding the dissolution, so far as may be necessary to wind up the affair of the firm 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 been adjudicated insolvent; but this proviso does not affect the liability of any person who has after the adjudication represented himself or knowingly permitted himself to be represented as a partner of the insolvent.
Mode of settlement of accounts between partners. In settling the accounts of a firm after dissolution, the following rules shall, subject to agreement by the partners, be observed- a losses, including deficiencies of capital, shall be paid first out of profits, next out of capital, and, lastly, if necessary, by the partners individually in the proportions in which they were entitled to share profits; b the assets of the firm, including any sums contributed by the partners to make up deficiencies of capital, shall be applied in the following manner and order- i in paying the debts of the firm to third parties; ii in paying to each partner rateably what is due to him from the firm for advances as distinguished from capital; iii in paying to each partner rateably what is due to him on account of capital; and iv the residue, if any, shall be divided among the partners in the proportions in which they were entitled to share profits.
Payment of firm debts and of separate debts. Where there are joint debts due from the firm, and also separate debts due from any partner, the property of the firm shall be applied in the first instance in payment of the debts of the firm, and, if there is any surplus, then the share of each partner shall be applied in payment of his separate debts or paid to him.
The separate property of any partner shall be applied first in the payment of his separate debts, and the surplus if any in the payment of the debts of the firm. Personal profits earned after dissolution.
Return of premium on premature dissolution. Where a partner has paid a premium on entering into partnership of a fixed term, and the firm is dissolved before the expiration of that term otherwise than by the death of a partner, he shall be entitled to repayment of the premium or of such part thereof as may be reasonable, regard being had to the terms upon which he became a partner and to the length of time during which he was partner, unless,- a the dissolution is mainly due to his own misconduct, or b the dissolution is in pursuance of an agreement containing no provision for the return of the premium or any part of it.
Rights where partnership contract is rescinded for fraud or misrepresentation. Where a contract creating partnership is rescinded on the ground of the fraud or misrepresentation of any of the parties thereto the party entitled to rescind is, without prejudice to any other right, entitled,- a to a lien on, or a right of retention of, the surplus or the assets of the firm remaining after the debts of the firm have been paid, for any sum paid by him for the download of a share in the firm and for any capital contributed by him; b to rank as a creditor of the firm in respect of any payment made by him towards the debts of the firm; and c to be indemnified by the partner or partners guilty of the fraud or misrepresentation against all the debts of the firm.
Right to restrain from use of firm name or firm property. After a firm is dissolved, every partner or his representative may, in the absence of a contract between the partners to the contrary, restrain any other partner or his representative from carrying on a similar business in the firm name or from using any of the property of the firm for his own benefit, until the affairs of the firm have been completely wound up: Provided that where any partner or his representative has bought the goodwill of the firm, nothing in this section shall affect his right to use the firm name.
Agreements of restraint of trade. Holding out Rights of transferee of a partner's interest Introduction of a partner Retirement of a partner Expulsion of a partner Insolvency of a partner Liability of estate of deceased partner Rights of outgoing partner to carry on competing business Agreements in restraint of trade Right of outgoing partner in certain cases to share subsequent profits Dissolution of a firm Dissolution by agreement Dissolution on the happening of certain contingencies Dissolution by notice of partnership at will Dissolution by the Court Liability for acts of partners done after dissolution Right of partners to have business wound up after dissolution Continuing authority of partners for purposes of winding up Mode of settlement of accounts between partners Payment of firm debts and of separate debts Personal profits earned after dissolution Return of premium on premature dissolution