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Partnership by Mind Map: Partnership

1. Existence of Partnership

1.1. Pre-Partnership Stage

1.1.1. Miah v Khan Joint Account etc shows intention to enter into partnership

1.1.2. Keith Spicers v Mansell no intention

1.2. Partnership Act

1.2.1. Section 3 Wong Peng Yuen Criteria of partnership is laid down in S3 Elements Business in Common View of Profit

1.2.2. Section 4 c Receipt = prima facie evidence of partnership i ii iii iv v

2. Relationship between Partners Inter-se

2.1. General Duty of Good Faith

2.1.1. Section 30 disclose all transactions Wilson v Carmichael applies to future partners too

2.1.2. Section 31 not to make secret profits Pathirana v Ariya Pathirana

2.1.3. Section 32 cannot compete with firm Aas v Benham Trimble v Goldberg

2.2. Rights and Duties

2.2.1. Section 26 (applies if no P/A) (a) Capital and profits (b) Indemnity against liability (c) Advances (d) Interest on capital (e) management of business (f) Remuneration (g) Introduction of new partner (h) differences to ordinary matter (i) access to partnership book

2.2.2. Expulsion of Partners Section 27 Green v Howell

2.2.3. Rights of Assignee Section 33 Re Garwood Watts v Driscoll

2.2.4. Property Section 23 Ponnukon v Jebaratnam look at P/A look at intention Methods to identify Brought in originally as partnership stock Acquired through purchase or other means Acquired through lawful means for partnership business

3. Relationship of Partners with 3rd Parties

3.1. Legal Status

3.1.1. Salaried Partner Chua Ka Seng v Boonchai Somolpong Stekel v Ellice Walker v Hirsch

3.1.2. Minor Section 11 Contracts Act Section 2 Age of Majority Act Mohori Bibee William Jack v Chan & Young

3.2. Liability

3.2.1. Section 7 Test Union Bank of Australia v Fisher Mercantile Credit v Garrod Court will look at business culture cannot contract out of business culture Chan King Yue v Lee & Wong Polingkahorne v Holland

3.2.2. Section 8 Deeds Re Briggs Asamaju Ent v MBB

3.2.3. Section 9 Debt in firm's name Higgins v Beuchamp London Chartered Bank of Australia v Kerr

3.2.4. Section 10 contravention of partnership agreement

3.2.5. Section 11 Breach of Contract Joint liability

3.2.6. Section 12 Tortious/Criminal Act Act done in ordinary course of business Done with consent of other partners Outside partner's authority

3.2.7. Section 13 Missappropriate client's money Received by partner who acts with apparent authority received by firm in the course of business

3.2.8. Section 15 Improper employment of trust property Ex Parte Heaton defn of knowledge

4. Retirement

4.1. Liabilities of Retiring Partners

4.1.1. Section 19(2) liable for old debt

4.1.2. Section 38(1) Apparent Membership Elders Pastoral v Rutherford Deemed apparent member if Towers Cabinet Creditors must have actual knowledge that the retired partner was the partner of the old firm before it is re-constituted

4.1.3. Section 38(2) Notice Advertisement in Federal gazette, Sabah/Sarawak gazette only applicable to new client Old Client

4.1.4. Section 16 Holding Out based on estoppel doctrine Cases Marilyn v Gray Re Buchanan Keighery v Miller Bryant v Thiele Lynch v Stift

5. Dissolution

5.1. Section 34

5.1.1. (a) fixed term - by expiration

5.1.2. (b) single venture - upon completion

5.1.3. (c) at will - upon notice read together with S28 no written notice - conduct Tham Kok Cheong v Low Pui Heng

5.2. Section 35

5.2.1. death/bankruptcy

5.2.2. at option of other partners

5.3. Section 36

5.3.1. supervening illegality

5.4. Section 37

5.4.1. (a) mental disorder Jones v Noy

5.4.2. (b) permanent incapacity Whitwell v Arthur

5.4.3. (c) prejudicial to business Carmichael v Evans Pears v Foster

5.4.4. (d) persistent breach Cheeseman v Price

5.4.5. (e)business at loss Handyside v Campbell

5.4.6. (f) just and equitable grounds