Law of Partnership

What is partnership –Section 4
Essential elements of partnership
     Agreement
     Sharing profit of business
     Business carried on by all or any of them acting for all

Partnership distinguished from other forms of organization
     Partnership vs. Joint stock company
           Personality
           Agency
           Distribution of profits
           Extent of liability
           Property
           Transfer of shares
           Management
           Number of membership

      Partnership vs. Club
           Profit not the motive
           Not liable to creditors
           No interest in the property of the Club
           Change in membership

      Partnership vs. HUF
           Creation
           Death
           Management
           Liability
           Calling of accounts
           Governing Law
           Minor’s capacity
           Continuity

      Partnership vs. Co-ownership

      Partnership vs. Association
Types of partners
     Active
     Sleeping
     Nominal
     ‘By holding out’ Section 28
     Sub- partnership

Minor’s position in partnership
     Rights
     Liabilities

Mutual rights and duties of partners
    Rights
           To take part in the conduct of business
           To be consulted -Section 12(c)
           To access to books
           To remuneration
           To share profit-Section 13(b)
           Interest on capital-Section 13(c)
           Interest on advances-Section 13(d)
           To be indemnified-Section 13(e)
           To stop admission of a new partner-Section 31
           Right to retire-Section 32(1)
           Right not to be expelled-Section 33
           Right of outgoing partner to carry on competing business-
           Section 36(1)
           Right of outgoing partner to share subsequent profits-
           Section 37
           Right to dissolve the firm-Section 40

     Duties
           To carry on business, greatest common advantage, render
           true account-Section 9
           To indemnify damages by reason of his fraud-Section 10
           To diligently attend his duties-Section 12(b)
           To account for personal profits –Section 16(a)
Partnership property
     Property, rights and interests brought by the partners
     Property, rights and interests acquired by the firm
     Goodwill of the business – Section 14

Personal profits earned by partners– Section 16

Rights and duties of partners after a change in the constitution of the
firm– Section 17

Relation of partners to third parties– Sections 18 to 30

Implied authority of a partner– Section 19(1) to 22

      Cannot submit a dispute
      Cannot open a bank account
      Cannot compromise or relinquish any claim
      Cannot withdraw a suit
      Cannot admit any liability in a suit proceedings
      Cannot acquire or transfer immovable property
      Cannot enter into partnership on behalf of the firm

Extension and restriction on partner’s implied authority – Section 20

Acts in Emergency - Section 21

Notice to an acting partner- its effect Section 24

Liabilities of third parties Section 25 to 27
      Contractual liability
      Liability for tort or wrongful acts
      Liability for misappropriation by a partner

Legal consequences of partners coming in and going out- Section 31 to
38
      Introduction of a new partner – Section 31
      Retirement of a partner – Section 32
      Expulsion of a partner – Section 33
      Insolvency of a partner – Section 34
      Death of a partner – section 35
Revocation of continuing guarantee by change in the firm –
      Section 38

Modes of effecting registration
    Not necessary
    At any time – Section 58

Consequences of non-registration
     Disabilities - Section 69

Dissolution of firm- Sections 39 to 44

Consequences of dissolution – Sections 45 to 52

Mode of giving public notice – Section 72

Law+Of+Partnership

  • 1.
    Law of Partnership Whatis partnership –Section 4 Essential elements of partnership Agreement Sharing profit of business Business carried on by all or any of them acting for all Partnership distinguished from other forms of organization Partnership vs. Joint stock company Personality Agency Distribution of profits Extent of liability Property Transfer of shares Management Number of membership Partnership vs. Club Profit not the motive Not liable to creditors No interest in the property of the Club Change in membership Partnership vs. HUF Creation Death Management Liability Calling of accounts Governing Law Minor’s capacity Continuity Partnership vs. Co-ownership Partnership vs. Association
  • 2.
    Types of partners Active Sleeping Nominal ‘By holding out’ Section 28 Sub- partnership Minor’s position in partnership Rights Liabilities Mutual rights and duties of partners Rights To take part in the conduct of business To be consulted -Section 12(c) To access to books To remuneration To share profit-Section 13(b) Interest on capital-Section 13(c) Interest on advances-Section 13(d) To be indemnified-Section 13(e) To stop admission of a new partner-Section 31 Right to retire-Section 32(1) Right not to be expelled-Section 33 Right of outgoing partner to carry on competing business- Section 36(1) Right of outgoing partner to share subsequent profits- Section 37 Right to dissolve the firm-Section 40 Duties To carry on business, greatest common advantage, render true account-Section 9 To indemnify damages by reason of his fraud-Section 10 To diligently attend his duties-Section 12(b) To account for personal profits –Section 16(a)
  • 3.
    Partnership property Property, rights and interests brought by the partners Property, rights and interests acquired by the firm Goodwill of the business – Section 14 Personal profits earned by partners– Section 16 Rights and duties of partners after a change in the constitution of the firm– Section 17 Relation of partners to third parties– Sections 18 to 30 Implied authority of a partner– Section 19(1) to 22 Cannot submit a dispute Cannot open a bank account Cannot compromise or relinquish any claim Cannot withdraw a suit Cannot admit any liability in a suit proceedings Cannot acquire or transfer immovable property Cannot enter into partnership on behalf of the firm Extension and restriction on partner’s implied authority – Section 20 Acts in Emergency - Section 21 Notice to an acting partner- its effect Section 24 Liabilities of third parties Section 25 to 27 Contractual liability Liability for tort or wrongful acts Liability for misappropriation by a partner Legal consequences of partners coming in and going out- Section 31 to 38 Introduction of a new partner – Section 31 Retirement of a partner – Section 32 Expulsion of a partner – Section 33 Insolvency of a partner – Section 34 Death of a partner – section 35
  • 4.
    Revocation of continuingguarantee by change in the firm – Section 38 Modes of effecting registration Not necessary At any time – Section 58 Consequences of non-registration Disabilities - Section 69 Dissolution of firm- Sections 39 to 44 Consequences of dissolution – Sections 45 to 52 Mode of giving public notice – Section 72