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1
Q

What governs the relations between partners themselves?

A

In the absence of a written contract, ss 19-31 of the Act will govern the relationship between partners themselves.

2
Q

What regulates the duties of partners?

A

Sections 28-30 of the Act regulate the duties of the partner and the role of partnership property. As with agents, partners are under fiduciary duties, including the obligation of utmost good faith.

3
Q

What are the duties of partners?

A

1) Duty of disclosure (s 28)
⁃ A partner must not only disclose financial affairs but also “all things affecting the partnership”. This is an incredibly widely drafted section - it prevents the partners from doing anything which damages the partnership financially
2) Duty not to make a secret profit (s.29)

3) Duty not to compete with the firm (s 30)

4
Q

What regulates the expulsion of partners?

A

s 25 of the Act states that the power to expel a partner must be written into the partnership agreement. As the following case shows, any expulsion must be carried out in good faith and for the good of the partnership.

5
Q

Blisset v Daniel 1853

A

Blisset received notice that he’d been expelled from a partnership. There had been a disagreement between Blisset and another partner called Vaughn. Vaughn had appointed his son as a manager of the partnership even though he was completely unqualified. The expulsion happened in conformity with the partnership agreement. The partnership agreement stated that there was a power to expel and there was no duty to give reasons or to hold a meeting. However, the court held that this was not a valid expulsion because this power must be exercised in good faith and for the good of the partnership.

6
Q

Finlayson v Turnbull 1997

A

[Management of partnership affairs rule]

Certain partners in a firm went into the firm at night, took files and then set up a competing firm. This was held to amount to a breach of fiduciary duty. Also, it was noted that the solicitors had no ownership of the files. The measure of compensation was the profits of the new firm.

7
Q

What does section 24 govern?

A

It governs rules to regulate the interests and duties of the partners.

8
Q

Donaldson v Williams (1833)

A

??

9
Q

Const v Harris (1824)

A

??

10
Q

Bissell v Cole unreported, 1997 (CA), but noted in [1998] 2 CL 497.

A

??

11
Q

What are the presumptions in section 24 and when do they apply?

A

There are a number of presumptions in this section which apply in the absence of agreement to the contrary:
⁃ 1) Presumption of financial equality
⁃ Ie that partners contribute equally and share profits / losses equally.
⁃ 2) Duty of indemnity
⁃ 3) Interest on advances
⁃ 4) No payment of interest on capital before profits are ascertained
⁃ 5) Every partner has the right to participate in management
⁃ 6) No remuneration for acting in the partnership business
⁃ This is saying that partnership is about sharing profits so you are not being remunerated.
⁃ 7) Delectus personae
⁃ Here this operates so that you can’t introduce a partner without everyone’s agreement - everyone has a right of veto (unless agreed to the contrary).
⁃ 8) The right to vote and majority rule
⁃ See also s 25.
⁃ 9) Keeping of access to books and accounts
⁃ See also s 28.

12
Q

What is partnership property?

A

1) Partnership property can only be dealt with for the purposes of the partnership (Partnership Act 1890 s 39)
2) Partnership property can be of any kind - but just because property is used by the partnership does not necessarily mean that it is partnership property.

13
Q

Robinson v Ashton [1981]

A

??

14
Q

ss 20 and 21 of the Act

A

??

15
Q

Which cases govern the retirement of partners?

A

Forster v Messrs Ferguson & Forster, Macfie & Alexander [2010] CSIH 38; 2010 SC 867
Reid v Crabbe [2009] CSIH 81; 2010 SC 268
Bell & Scott LLP v Kaye [2009] CSOH 51; [2009] CSOH 111
s 26 of the Act

16
Q

Forster v Messrs Ferguson & Forster, Macfie & Alexander [2010] CSIH 38; 2010 SC 867

A

??

17
Q

Reid v Crabbe [2009] CSIH 81; 2010 SC 268

A

??

18
Q

Bell & Scott LLP v Kaye [2009] CSOH 51; [2009] CSOH 111

A

??

19
Q

s 26 of the Act

A

??