Partnership: the modern law of partnership, limited partnership and limited liability partnership
Gespeichert in:
| 1. Verfasser: | |
|---|---|
| Format: | Buch |
| Sprache: | English |
| Veröffentlicht: |
London
Butterworths
2002
|
| Ausgabe: | 2. ed. |
| Online-Zugang: | Inhaltsverzeichnis |
| Beschreibung: | CV, 779 S. |
| ISBN: | 0406946442 |
Internformat
MARC
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| 100 | 1 | |a Blackett-Ord, Mark |e Verfasser |4 aut | |
| 245 | 1 | 0 | |a Partnership |b the modern law of partnership, limited partnership and limited liability partnership |c Mark Blackett-Ord |
| 250 | |a 2. ed. | ||
| 264 | 1 | |a London |b Butterworths |c 2002 | |
| 300 | |a CV, 779 S. | ||
| 336 | |b txt |2 rdacontent | ||
| 337 | |b n |2 rdamedia | ||
| 338 | |b nc |2 rdacarrier | ||
| 856 | 4 | 2 | |m SWB Datenaustausch |q application/pdf |u http://bvbr.bib-bvb.de:8991/F?func=service&doc_library=BVB01&local_base=BVB01&doc_number=014678333&sequence=000001&line_number=0001&func_code=DB_RECORDS&service_type=MEDIA |3 Inhaltsverzeichnis |
| 999 | |a oai:aleph.bib-bvb.de:BVB01-014678333 | ||
Datensatz im Suchindex
| _version_ | 1804135181439729664 |
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| adam_text | CONTENTS
PAGE
FOREWORD V
PREFACE VII
TABLE OF STATUTES XXI
TABLE OF STATUTORY INSTRUMENTS XXIX
TABLE OF CASES XXXIII
PARA
PARTNERSHIP IN GENERAL
1 THE NATURE OF PARTNERSHIP 1.1
2 THE HISTORY OF PARTNERSHIP
A THE ORIGINS 1.2
B THE STATUTES OF 1865,1890 AND 1907 1.3
C MODERN DEVELOPMENT 1.6
3 FOREIGN FIRMS AND COMPANIES
A FOREIGN COMPANIES AND APPARENT COMPANIES 1.9
B SCOTTISH AND IRISH PARTNERSHIPS 1.10
C ISLE OF MAN AND CHANNEL ISLANDS 1.11
D THE NATURE OF FOREIGN PARTNERSHIPS 1.12
E RECOGNITION BY THE COURTS OF ENGLAND AND WALES 1.13
F PROCEDURE AGAINST FOREIGN FIRMS 1.14
THE EXISTENCE OF THE PARTNERSHIP
1 EXPRESS AGREEMENT, COMPLETE OR INCOMPLETE
A AGREEMENT THAT THERE IS OR IS NOT A PARTNERSHIP 2.1
B THE ISSUE AS TO THE EXISTENCE OF THE PARTNERSHIP 2.4
C SHAM PARTNERSHIPS 2.5
D PARTNERSHIP OPTIONS 2.6
E PROPOSALS AND PREPARATION FOR BUSINESS 2.7
F DRAFT AGREEMENTS ACTED UPON OR NOT ACTED UPON 2.8
G DEEDS AND WRITTEN AND ORAL AGREEMENTS 2.9
H NOVATION AND CONTINUATION 2.10
I SALARIED PARTNERS 2.11
2 THE EXISTENT OF THE PARTNERSHIP WITHOUT EXPRESS AGREEMENT
A THE IMPLICATION OF PARTNERSHIP GENERALLY 2.12
B CARRYING ON A BUSINESS IN COMMON WITH A VIEW OF PROFIT 2.15
3 SHARING OF PROFITS AND PROPERTY AS EVIDENCE OF PARTNERSHIP
A SHARING NET PROFITS 2.20
B WHERE SHARING PROFITS DOES NOT CREATE A PARTNERSHIP 2.23
C SHARING GROSS PROFITS 2.30
D SHARING LOSSES 2.31
E EMPLOYEES AND AGENTS 2.32
F LENDERS 2.35
G LEGATEES 2.38
H SHARING PROPERTY 2.39
4 JOINT VENTURES
A PARTNERSHIP CONTRASTED WITH OTHER JOINT VENTURES 2.40
B LIABILITIES OF JOINT VENTURERS 2.41
CONTENTS
OTHER ENTITIES AKIN TO PARTNERSHIPS
A AGENTS 2.42
B BARRISTERS CHAMBERS 2.43
C CLUBS 2.44
D EMPLOYMENT 2.47
E EUROPEAN ECONOMIC INTEREST GROUPS 2.48
F FRANCHISES 2.49
G MUTUAL BENEFIT ASSOCIATIONS 2.50
H LIMITED AND UNLIMITED COMPANIES 2.51
I MARRIAGE; BOYFRIENDS AND GIRLFRIENDS 2.52
J MINING COMPANIES IN THE STANNARIES 2.53
K PARTNERSHIP COMPANIES 2.54
L QUASI-PARTNERSHIPS 2.55
M SHARE FARMERS 2.56
CAPACITY
1 THOSE ENTITIES AND PERSONS THAT HAVE CAPACITY TO BE PARTNERS
A THOSE WITH CAPACITY TO BE PARTNERS 3.1
B THOSE WHO MAY LACK CAPACITY TO BE PARTNERS 3.11
2 MINORS
A THE MINORITY OF A PARTNER 3.22
B AFFIRMATION OF THE PARTNERSHIP 3.23
C JUDGMENT AND EXECUTION 3.24
3 MENTAL DISABILITY: SENILITY. MADNESS AND DRUNKENNESS
A THE PARTNER MENTALLY INCAPABLE WHEN COMMENCING PARTNERSHIP 3.2 5
B PATIENTS OF THE COURT OF PROTECTION 3.26
C LOSS OF MENTAL CAPACITY DURING THE COURSE OF THE PARTNERSHIP 3.27
4 DISQUALIFICATION, BANKRUPTCY AND INSOLVENCY
A DISQUALIFICATION UNDER THE COMPANY DIRECTORS DISQUALIFICATION ACT
1986 3.28
B A PARTNER S BANKRUPTCY 3.29
C SOLICITORS PRACTISING CERTIFICATES 3.30
ILLEGALITY
1 FIRMS THAT ARE ILLEGAL
A COMMON LAW ILLEGALITY 4.1
B STATUTORY ILLEGALITY 4.2
C TORT, CHAMPERTY, CORRUPTION, IMMORALITY AND GAMBLING 4.3
D FOREIGN RELATIONS 4.8
E ANTI-COMPETITIVE PRACTICE: ENGLISH AND EUROPEAN LAW 4.9
F UNQUALIFIED AND DISQUALIFIED PROFESSIONALS 4.11
G FORMER RESTRICTION ON FIRMS OF MORE THAN 20 MEMBERS 4.12
2 THE EFFECT OF ILLEGALITY
A THE EFFECT GENERALLY 4.28
B THE RELATIONS OF OUTSIDERS WITH AN ILLEGAL FIRM 4.31
C ILLEGALITY CAUSES IMMEDIATE DISSOLUTION 4.34
D ENFORCEMENT OF RIGHTS BETWEEN PARTNERS 4.35
E THE ILLEGALITY ABANDONED 4.38
HOLDING OUT
1 LIABILITY OF ONE WHO IS HELD OUT TO BE A PARTNER 5.1
2 WHAT AMOUNTS TO A SUFFICIENT REPRESENTATION 5.2
A HIS OWN REPRESENTATION ABOUT HIMSELF 5.3
B A SHADOW PARTNER 5.4
CONTENTS XI
C ANOTHER S REPRESENTATION KNOWINGLY SUFFERED BY HIM 5.5
3 TO WHOM HE IS LIABLE AND FOR WHAT 5.6
4 THE RETIRED, BANKRUPT OR DEAD PARTNER 5.7
5 PASSING-OFF: A PERSON FALSELY REPRESENTING HIMSELF TO BE A
MEMBER OF THE FIRM 5.8
SUB-PARTNERSHIPS AND GROUP PARTNERSHIPS
1 SUB-PARTNERSHIPS
A SUB-PARTNERSHIPS GENERALLY 6.1
B A PARTNERSHIP OF A PARTNERSHIP SHARE 6.2
C ANOTHER FIRM BEING ITSELF A PARTNER 6.3
D A SUB-GROUP WITHIN A LARGER ENTITY 6.4
E IMPLIED TERMS OF THE SUB-PARTNERSHIP 6.5
2 GROUP, PARALLEL AND CORPORATE PARTNERSHIPS
A GROUP PARTNERSHIPS 6.6
B PARALLEL PARTNERSHIPS 6.7
C CORPORATE PARTNERSHIPS 6.8
THE TERMS OF THE PARTNERSHIP AGREEMENT
1 THE TERMS OF THE PARTNERSHIP AGREEMENT
A THE MINIMUM AGREEMENT 7.1
B THE DURATION AND CONTINUATION OF THE PARTNERSHIP 7.4
C CONSTRUCTION OF THE PARTNERSHIP AGREEMENT 7.11
D PENALTIES, FORFEITURES AND UNFAIR AND ONEROUS CONDITIONS 7.12
2 VARIATION OF THE PARTNERSHIP AGREEMENT
A EXPRESS AND IMPLIED VARIATION BETWEEN EXISTING MEMBERS 7.20
B A NEW PARTNER JOINING THE FIRM 7.22
C MERGERS 7.25
8 PARTNERSHIP ASSETS AND LIABILITIES
1 PARTNERSHIP PROPERTY
A INTRODUCTION 8.1
B CATEGORIES OF PARTNERSHIP PROPERTY 8.3
C PARTNERSHIP PROPERTY CONTRASTED WITH OTHER PROPERTY 8.12
2 THE PROPERTY OF INDIVIDUAL PARTNERS CONTRASTED WITH THAT OF
THE FIRM
A PROPRIETARY AND NON-PROPRIETARY RIGHTS 8.16
B RULES FOR ASCERTAINING WHETHER PROPERTY BELONGS TO ONE OR MORE
PARTNERSOR TO THE FIRM 8.20
3 TRANSFERS OF PROPERTY BETWEEN THE FIRM AND ITS MEMBERS
A AGREEMENTS BETWEEN THE FIRM AND ITS MEMBERS 8.28
B CREDITORS 8.29
C LAND: THE REQUIREMENT OF WRITING..... 8.30
D AN AGREEMENT WILL NOT BE INFERRED WITHOUT EVIDENCE 8.32
4 PARTNERSHIP LAND, LEASES AND TENANCIES
A PARTNERSHIP LAND GENERALLY 8.33
B THE NATURE AND VESTING OF PARTNERSHIP LAND 8.36
C PARTNERSHIP LEASES, TENANCIES AND REVERSIONS 8.39
D AGRICULTURAL LAND 8.48
5 GOODWILL AND THE FIRM NAME
A GOODWILL 8.51
B THE FIRM NAME 8.54
C THE BUSINESS NAMES ACT 1985 8.62
XII CONTENTS
6 PARTNERSHIP CAPITAL
A THE MEANING OF PARTNERSHIP CAPITAL 8.67
B BACKGROUND 8.68
C ACCOUNTING FOR CAPITAL 8.69
D BLENDING PARTNERS CAPITAL AND CURRENT ACCOUNTS 8.70
E CONTRIBUTIONS OF CAPITAL 8.71
7 CONFIDENTIAL AND PRIVILEGED INFORMATION AND INTELLECTUAL
PROPERTY
A CONFIDENTIAL INFORMATION BELONGING TO THE FIRM 8.72
B CONFIDENTIAL INFORMATION BELONGING TO A CLIENT 8.73
C CLIENT LOYALTY 8.74
D PRIVILEGE 8.75
E COPYRIGHT, DESIGNS AND OTHER INTELLECTUAL PROPERTY 8.76
9 THE PARTNERSHIP SHARE
1 THE NATURE AND SIZE OF A PARTNERSHIP SHARE
A AN INTEREST IN THE NET ASSETS 9.1
B PRESUMPTION OF EQUALITY 9.2
C SURVIVORSHIP 9.3
D A SHARE MAY BE ASSIGNED OR CHARGED 9.4
E THE VALUE OF THE SHARE 9.5
2 MORTGAGES, ASSIGNEES, PERSONAL REPRESENTATIVES AND OTHER
RECIPIENTS OF A SHARE
A ASSIGNEES AND CHARGEES GENERALLY 9.6
B CHARGING ORDERS AND THE APPOINTMENT OF A RECEIVER 9.11
C PERSONAL REPRESENTATIVES OF A PARTNER 9.13
D THE PARTNERSHIP SHARE HELD UPON TRUST 9.16
10 THE DUTY OF GOOD FAITH
1 THE GENERAL DUTY OF GOOD FAITH
A A DUTY OF GOOD FAITH 10.1
B A FIDUCIARY DUTY 10.2
C LIMITS ON THE DUTY OF GOOD FAITH 10.3
D ANALOGY WITH COMPANY DIRECTORS 10.10
E DURATION OF DUTY 10.11
F WAIVER AND CONSENT TO BREACH OF DUTY 10.12
2 THE DUTY TO GIVE INFORMATION AND KEEP ACCOUNTS
A GENERAL 10.13
B THE DUTY TO GIVE INFORMATION 10.14
C THE DUTY TO KEEP FULL AND ACCURATE ACCOUNTS 10.19
D ACCESS TO BOOKS AND OTHER RECORDS 10.20
3 PROFITING FROM THE FIRM
A PROFITING FROM THE FIRM GENERALLY 10.23
B RENEWING PARTNERSHIP LEASES 10.26
C REVERSIONS ON PARTNERSHIP LEASES 10.27
D OUTSIDE WORK AND OFFICE-HOLDING 10.28
E USE BY THE PARTNER OF OTHER PARTNERSHIP PROPERTY 10.29
F BRIBES AND COMMISSIONS 10.34
4 COMPETING WITH THE FIRM 10.35
A CONSENT OF THE OTHER PARTNERS... 10.36
B THE SAME NATURE... AND COMPETING 10.37
C PROFITS OF OFFICE 10.38
D WHAT IS PROFIT? 10.39
5 DUTIES WHEN A PARTNER JOINS THE FIRM OR BUYS OR SELLSHIS
SHARE
A THE DUTY 10.40
CONTENTS XIII
B DUTIES OF THE PURCHASER AND OF THE VENDOR 10.41
C DUTY TO THE REMAINING PARTNERS AS REGARDS THE TRANSACTION 10.42
D WHERE NO SALE MATERIALISES 10.43
E DUTY OF CONTINUING PARTNERS TO ESTATE OF A DEAD PARTNER 10.44
11 INTERNAL MANAGEMENT
1 MANAGEMENT AND DECISION-MAKING WITHIN THE FIRM
A DECISION-MAKING GENERALLY 11.1
B DECISIONS THAT CAN ONLY BE TAKEN BY THE PARTNERS UNANIMOUSLY 11.2
C DECISIONS THAT MAY BE TAKEN BY A MAJORITY 11.7
D THE RIGHT OF A SINGLE PARTNER TO ACT IN THE MANAGEMENT 11.12
E THE MANAGEMENT COMMITTEE 11.13
F GARDENING LEAVE AND EXCLUSION 11.14
G SALARIED PARTNERS AND EMPLOYEES 11.15
H DISCRIMINATION 11.19
2 ACCOUNTS, PROFITS AND FINANCIAL MANAGEMENT
A ACCOUNT KEEPING . 11.21
B CAPITAL ACCOUNTS AND ADVANCES 11.24
C REMUNERATION, PROFITS AND LOSSES 11.27
3 A PARTNER S RIGHT TO INDEMNITY FROM THE FIRM
A A PARTNER S RIGHT TO INDEMNITY 11.35
B LOSS OF INDEMNITY 11.36
12 THE INTERNAL PARTNERSHIP DISPUTE
1 JURISDICTION AND PROCEDURE
A JURISDICTION 12.1
B LIMITS ON CLAIMS FOR DEBT OR DAMAGES WHERE NO DISSOLUTION IS SOUGHT
12.5
C NECESSARY PARTIES TO A PARTNERSHIP ACTION 12.7
D DISCLOSURE AND PRIVILEGE 12.11
E JUDGMENTS AND ENFORCEMENT 12.14
F INTEREST 12.16
G COSTS OF A PARTNERSHIP ACTION 12.19
2 ARBITRATION AND MEDIATION
A ARBITRATION AND MEDIATION AGREEMENTS 12.20
B MEDIATION OR ADR ENCOURAGED BY THE COURT 12.21
C ARBITRATION APPLICATIONS TO THE COURT 12.22
D COUNTY COURT 12.23
E STAY OF PARALLEL COURT PROCEEDINGS 12.24
F POWERS OF THE ARBITRATOR 12.25
G COSTS OF ARBITRATION 12.26
H ARBITRATION APPEALS TO THE COURT 12.27
I MEDIATION 12.28
3 INJUNCTIONS BETWEEN PARTNERS
A SPECIFIC PERFORMANCE AND DISSOLUTION 12.29
B INJUNCTIONS RESTRAINING MISBEHAVIOUR BY A PARTNER OR THE FIRM 12.30
C MUTUALITY 12.31
D MANDATORY INJUNCTIONS TO ENFORCE THE PERSONAL OBLIGATIONS OF A PARTNER
12.32
E INJUNCTIONS WHERE DISSOLUTION IS AN ALTERNATIVE REMEDY 12.33
F INTERIM INJUNCTIONS AND UNDERTAKINGS 12.34
4 ENFORCEMENT AND RESCISSION OF PARTNERSHIP AGREEMENTS
A ENFORCEMENT OF AGREEMENTS TO ENTER INTO PARTNERSHIP 12.35
B MISREPRESENTATION IN AGREEMENTS TO ENTER INTO PARTNERSHIP 12.41
5 REPUDIATION BY BREACH OF THE PARTNERSHIP AGREEMENT
A REPUDIATION APPLIED TO PARTNERSHIPS 12.45
B WHAT AMOUNTS TO REPUDIATION 12.48
XIV CONTENTS
C THE EFFECT OF REPUDIATION 12.50
D DAMAGES FOLLOWING REPUDIATION 12.51
6 THE CLAIM FOR AN ACCOUNT
A THE RIGHT TO AN ACCOUNT 12.52
B THE MEANING OF ACTION FOR AN ACCOUNT 12.54
C TAKING THE ACCOUNT 12.59
D DEFENCES TO ACTIONS FOR AN ACCOUNT 12.64
E HOW SETTLED ACCOUNTS MAY BE CHALLENGED 12.74
7 A PARTNER S RIGHT TO A RECEIVER
A RECEIVERS GENERALLY 12.82
B PARTNERSHIP RECEIVERS APPOINTED BY AGREEMENT 12.83
C WHO MAY APPLY TO THE COURT FOR THE APPOINTMENT OF A PARTNERSHIP
RECEIVER 12.84
D WHO MAY BE APPOINTED 12.85
E THE GROUNDS FOR APPOINTMENT BEFORE DISSOLUTION 12.86
F THE GROUNDS FOR APPOINTMENT IN A DISSOLUTION 12.87
G PROCEDURE ON APPOINTMENT 12.88
H REMUNERATION 12.90
I RECEIVER AND MANAGER 12.91
J STATUS AND POWERS OF RECEIVER OR RECEIVER AND MANAGER 12.92
K RESTRICTIONS ON CREDITORS 12.93
8 BREACH OF CONTRACT, NEGLIGENCE AND OTHER CLAIMSBETWEEN
PARTNERS
A BREACH OF CONTRACT 12.94
B BREACH OF FIDUCIARY DUTY 12.95
C NEGLIGENCE 12.96
D FRAUD AND OTHER TORTS 12.97
E SETTING TRANSACTIONS ASIDE 12.98
9 CONTRIBUTION BETWEEN PARTNERS
A WHAT CLAIMS ARE ACTIONABLE BETWEEN PARTNERS 12.99
B HOW CLAIMS FOR COMPENSATION OR CONTRIBUTION BETWEEN PARTNERS MAY BE
ENFORCED 12.100
10 LIMITATION AND DELAY AS REGARDS CLAIMS BETWEEN PARTNERS
A LIMITATION GENERALLY 12.108
B LIMITATION IN CLAIMS BETWEEN CONTINUING PARTNERS: NO TIME PERIOD
12.109
C LIMITATION IN CLAIMS BETWEEN THE FIRM AND AN OUTGOING PARTNER OR HIS
ESTATE: ORDINARY TIME PERIOD 12.110
D EXTENSION OF ORDINARY TIME LIMITS 12.114
E LACHES, WAIVER, ACQUIESCENCE AND ABANDONMENT 12.119
13 DISSOLUTION, RETIREMENT AND EXPULSION WITHOUT COURT ORDER
1 DISSOLUTION GENERALLY
A THE MEANING OF DISSOLUTION AND WINDING UP 13.1
B DISSOLUTION ON ILLEGALITY, REPUDIATION, FRUSTRATION OR RESCISSION 13.7
C DISSOLUTION UNDER THE PARTNERSHIP AGREEMENT 13.10
D DISSOLUTION BY SUBSEQUENT AGREEMENT 13.15
E SETTING ASIDE DISSOLUTION AGREEMENTS 13.20
F PUBLICISING DISSOLUTION 13.22
2 DISSOLUTION BY NOTICE
A EXPRESS PROVISION FOR DISSOLUTION ON NOTICE 13.23
B PARTNERSHIPS AT WILL DISSOLVED ON NOTICE 13.24
C THE NATURE AND EFFECT OF A NOTICE 13.25
3 DISSOLUTION BY DEATH, BANKRUPTCY OR CHARGING
A DEATH 13,29
B BANKRUPTCY 13.30
C DISSOLUTION WHEN A PARTNER S SHARE IS CHARGED 13.33
CONTENTS XV
4 RETIREMENT AND EXPULSION
A RETIREMENT AND EXPULSION GENERALLY 13.34
B RETIREMENT 13.36
C THE RIGHT TO EXPEL 13.39
D EXERCISE OF THE RIGHT TO EXPEL 13.43
14 DISSOLUTION BY COURT ORDER
1 DISSOLUTION BY COURT ORDER GENERALLY
A GENERAL 14.1
B PROCEDURE 14.2
2 GROUNDS FOR DISSOLUTION: MENTAL AND OTHER INCAPACITY
A DISSOLUTION BY THE COURT FOR INCAPACITY GENERALLY 14.8
B MENTAL INCAPACITY 14.10
C OTHER INCAPACITY 14.13
D THE COURT S DISCRETION IN ANY CASE OF INCAPACITY 14.15
3 DISSOLUTION FOR MISCONDUCT
A GENERALLY 14.16
B DISHONESTY 14.18
C ADULTERY 14.19
D OTHER MISBEHAVIOUR 14.20
E TRIVIALITY AND MERE DISTRUST 14.21
4 INSOLVENCY AND LOSS-MAKING AS A GROUND FOR DISSOLUTION
A PROCEDURE 14.22
B THE GROUNDS FOR THE APPLICATION 14.23
5 DISSOLUTION WHEN JUST AND EQUITABLE
A THE WIDE JURISDICTION 14.24
B WHERE THE APPLICANT IS AT FAULT 14.25
C WHERE THERE IS A BREAKDOWN IN RELATIONS 14.26
15 THE EFFECT OF DISSOLUTION AND RETIREMENT
1 MANAGEMENT AFTER DISSOLUTION OR RETIREMENT
A MANAGEMENT 15.1
B PROFITS AND LOSSES DURING WINDING UP 15.6
C THE EFFECT OF DISSOLUTION ON OUTSIDERS 15.20
2 THE RIGHTS OF THE PARTIES ON A RETIREMENT
A THE EFFECT OF DISSOLUTION, RETIREMENT AND PRE-EMPTION AGREEMENTS AND
OPTIONS 15.32
B THE VALUATION OF THE SHARE OF AN OUTGOING PARTNER 15.33
C GOODWILL, WORK-IN-PROGRESS AND NON-ASSIGNABLE ASSETS 15.34
D THE DEPARTING PARTNER S INDEMNITY 15.35
3 SALE OR DIVISION OF ASSETS ON DISSOLUTION
A APPLICATION OF PARTNERSHIP PROPERTY 15.36
B A PARTNER S RIGHT TO INSIST UPON SALE 15.37
C DISTRIBUTION OF NET ASSETS 15.47
D DISCHARGE OF LIABILITIES AND LOSSES 15.55
E RETURN OF PREMIUMS 15.57
4 COVENANTS IN RESTRAINT OF COMPETITION WITH THE FIRM
A THE NEED FOR COVENANTS: GOODWILL 15.58
B COVENANTS IN RESTRAINT OF TRADE GENERALLY 15.62
C WHAT IS REASONABLE 15.66
16 THE FIRM AND OUTSIDERS
1 CONTRACT: THE AUTHORITY OF A PARTNER TO BIND THE FIRM
A THE EXPRESS AND IMPLIED AUTHORITY OF A PARTNER 16.1
B THE BUSINESS OF THE FIRM 16.8
XVI CONTENTS
2 THE LIABILITY OF THE FIRM FOR THE PARTNER S WRONGS
A WRONGFUL ACTS GENERALLY 16.44
B NEGLIGENCE 16.47
C CRIME AND FRAUD 16.48
D MISREPRESENTATION 16.49
E CONSTRUCTIVE TRUSTEESHIP 16.50
F OTHER WRONGS 16.51
G WHERE THE PARTNERS IN THE FIRM CHANGE 16.53
3 BREACH OF TRUST AND MISAPPROPRIATION
A THE PRINCIPLES 16.54
B WHERE THE PARTNER IN DEFAULT IS ACTING WITHIN HIS AUTHORITY AS A
PARTNER 16.56
C WHERE THE PARTNER IN DEFAULT IS ACTING OUTSIDE HIS AUTHORITY AS A
PARTNER 16.58
D WHAT THE FIRM MAY BE LIABLE FOR 16.66
E BREACH OF SOLICITORS UNDERTAKINGS 16.68
F A TRUSTEE-PARTNER S RIGHT TO FEES 16.70
4 JOINT AND SEVERAL LIABILITY
A JOINT AND SEVERAL LIABILITY EXPLAINED 16.71
B WHETHER THE LIABILITY IS JOINT OR SEVERAL OR BOTH 16.73
C JUDGMENTS AND RELEASES 16.78
D A PARTNER S DEATH 16.81
5 THE BEGINNING AND END OF A PARTNER S LIABILITY
A THE BEGINNING OF LIABILITY: THE INCOMING PARTNER 16.82
B THE END OF LIABILITY: THE RETIRED, EXPELLED, BANKRUPT OR DEAD PARTNER
16.85
6 NOTICE, KNOWLEDGE AND CLIENT S CONFIDENTIAL INFORMATION
A THE KNOWLEDGE OF A PARTNER 16.100
B EXCLUSION OF LIABILITY BY NOTICE TO THE OUTSIDER 16.107
C EMPLOYEES 16.109
D CLIENTS CONFIDENTIAL INFORMATION 16.110
17 LITIGATION BY AND AGAINST OUTSIDERS
1 ACTIONS BY THE FIRM
A THE FIRM S CAUSE OF ACTION 17.1
B WHAT PARTNER MAY AUTHORISE AND PROSECUTE PROCEEDINGS 17.7
C SET-OFF BETWEEN DEBTS AND CREDITS OF THE FIRM AND THE PARTNER 17.10
2 ACTIONS AGAINST THE FIRM
A WHEN AND HOW A CLAIM AGAINST THE FIRM MAY BE BROUGHT 17.12
B THE PARTNERS DEFENCE 17.17
3 PROCEDURE
A THE SCOPE OF RULES OF COURT ENABLING A FIRM TO SUE OR BE SUED IN ITS
OWN
NAME 17.20
B SERVICE AND ACKNOWLEDGMENT OF SERVICE 17.26
C DISCLOSURE OF PARTNERS NAMES 1733
D DISCLOSURE AND ADMISSIONS 17.35
E ADMISSIONS 17.37
4 JUDGMENT AND EXECUTION AGAINST THE FIRM
A JUDGMENT AGAINST THE FIRM 17.38
B SUMMARY JUDGMENT 17.39
C EXECUTION ON A JUDGMENT AGAINST THE FIRM GENERALLY 17.40
D EXECUTION AGAINST THE ASSETS OF THE FIRM 17.41
E EXECUTION AGAINST A PARTNER WITHOUT LEAVE 17.42
F EXECUTION AGAINST PARTNERS AND NON-PARTNERS WITH LEAVE 17.43
G THE APPOINTMENT OF A RECEIVER 17.45
H BANKRUPTCY 17.46
I STATUTORY WINDING UP 17.47
J GARNISHEE OR THIRD PARTY DEBT PROCEEDINGS 17.48
CONTENTS XVII
18 INSOLVENCY - WINDING UP AND SIMILAR PROCEDURES
1 BANKRUPTCY CONTRASTED WITH STATUTORY WINDING UP
A THE INSOLVENCY ACT 1986 OPTION OF STATUTORY WINDING UP 18.1
B STATUTORY WINDING UP AND ITS TERMINOLOGY 18.2
2 BANKRUPTCY
A BANKRUPTCY LAW PRESERVED 18.10
B APPLICATIONS OUTSIDE THE AMBIT OF STATUTORY WINDING UP 18.11
C THE EFFECT OF BANKRUPTCY 18.14
3 CREDITORS APPLICATIONS UNDER THE INSOLVENCY ACT 1986
A CREDITORS APPLICATIONS GENERALLY 18.19
B CREDITORS WINDING UP PETITIONS WHERE NO CONCURRENT BANKRUPTCY OR
OTHERINSOLVENCY PETITIONS ARE PRESENTED AGAINST ANY MEMBERS 18.28
C CONCURRENT PETITIONS AGAINST FIRM AND MEMBERS 18.31
D CREDITORS APPLICATIONS FOR AN ADMINISTRATION ORDER 18.41
4 MEMBERS APPLICATIONS UNDER THE INSOLVENCY ACT 1986
A MEMBERS WINDING UP AND ADMINISTRATION APPLICATIONS 18.54
B MEMBERS APPLICATIONS FOR AN ADMINISTRATION ORDER 18.55
C MEMBERS WINDING UP PETITIONS WHERE NO BANKRUPTCY OR OTHER INSOLVENCY
PETITION IS PRESENTED AGAINST ANY MEMBER 18.56
D MEMBERS WINDING UP PETITION WHERE CONCURRENT BANKRUPTCY OR OTHER
INSOLVENCY PETITIONS ARE PRESENTED AGAINST ALL THE MEMBERS 18.59
E ARTICLE 11: MEMBERS APPLICATIONS FOR JOINT BANKRUPTCY WITHOUT WINDING
UP THE PARTNERSHIP 18.68
F MEMBERS APPLICATIONS FOR PARTNERSHIP VOLUNTARY ARRANGEMENTS WITH
CREDITORS - PVAS 18.74
5 APPLICATIONS BY OTHERS UNDER THE INSOLVENCY ACT 1986
A APPLICATIONS BY THE LIQUIDATOR OR OTHER RESPONSIBLE INSOLVENCY
PRACTITIONER 18.77
B OTHER STATUTORY WINDING UP 18.80
C APPLICATIONS BY THE SECRETARY OF STATE 18.87
6 EU REGULATION OF INSOLVENCY PROCEEDINGS 18.89
19 THE INSOLVENT FIRM S DEBTS
1 PRIORITY OF DEBTS GENERALLY 19.1
2 POSTPONEMENT OF THE CLAIMS OF PARTNERS AND OTHERSCONNECTED
WITH THE INSOLVENT FIRM
A PARTNERS 19.2
B THE PARTNER S SPOUSE 19.3
C LENDERS, VENDORS AND OTHERS WITH AN INTEREST IN A PROFIT SHARE 19.4
D WHICH DEBTS ARE POSTPONED 19.9
3 SET-OFF
A GENERAL 19.10
B JOINT DEBTS OF THE FIRM AND SEPARATE DEBTS OF PARTNERS 19.11
4 SECURED CREDITORS
A GENERAL 1914
B THE JOINT ESTATE OF THE FIRM AND THE SEPARATE ESTATE OF THE PARTNER
19.15
5 THE PARTNER S LIEN
A THE NATURE OF THE PARTNER S LIEN 19.18
B THE PRIORITY OF THE PARTNER S LIENS 19-22
C REGISTRATION AND PROTECTION OF LIENS OVER LAND 19.23
6 COSTS AND EXPENSES IN INSOLVENCY PROCEEDINGS
A PARTNER S BANKRUPTCY OR INSOLVENCY 19.24
B DISSOLUTION AND WINDING UP OFTHE FIRM WITHOUT STATUTORY WINDING UP...
19.25
C STATUTORY WINDING UP OFTHE PARTNERSHIP ALONE 19.26
D STATUTORY WINDING UP OF THE PARTNERSHIP AND A MEMBER OR MEMBERS
CONCURRENTLY, WITH SINGLE TRUSTEE FOR BOTH 19.28
XVIII CONTENTS
7 RELATIVE PRIORITY OF CREDITORS OF THE FIRM AND CREDITORS OF
PARTNERS
A GENERAL 19.31
B PRIORITIES WHERE THE INSOLVENT PARTNERSHIPS ORDER 1994
APPLIES 19.32
C THE RULE AS TO PRIORITIES WHERE THE INSOLVENT PARTNERSHIPS ORDER 1994
DOES NOT APPLY 19.37
8 ADJUSTMENT OF LIABILITIES BETWEEN PARTNERS
A ALL PARTNERS SOLVENT 19.47
B STATUTORY WINDING UP: THE LIQUIDATOR S POWERS 19.48
C THE PARTNER S RIGHTS AGAINST AN INSOLVENT PARTNER S ESTATE 19.49
D AN INSOLVENT PARTNER S ESTATE SEEKING A CONTRIBUTION AGAINST A SOLVENT
PARTNER 19.54
9 AN INSOLVENT MEMBER OF A SOLVENT FIRM
A A MEMBER S INSOLVENCY 19.55
B NO DISSOLUTION 19.56
C DISSOLUTION 19.57
10 THE ESTATE OF A DEAD PARTNER
A GENERAL 19.58
B DEATH DOES NOT HALT BANKRUPTCY PROCEEDINGS 19.59
C PRIORITIES IN RELATION TO AN INSOLVENT ESTATE 19.60
D THE POSITION OF THE PERSONAL REPRESENTATIVES 19.61
20 LIMITED PARTNERSHIPS
1 LIMITED PARTNERSHIPS GENERALLY
A THE NATURE OF LIMITED PARTNERSHIPS 20.1
B THE MEANING OF LIMITED LIABILITY 20.2
C COLLECTIVE INVESTMENT SCHEMES 20.3
2 MANAGEMENT OF THE BUSINESS
A POWERS OF MANAGEMENT BY THE GENERAL PARTNERS 20.4
B INVOLVEMENT BY LIMITED PARTNERS 20.5
3 INCOMING AND OUTGOING PARTNERS AND THEIR
ASSIGNEES
A INTRODUCTION OF PARTNERS 20.9
B ASSIGNMENT OF A LIMITED PARTNERSHIP SHARE 20.10
C THE NUMBER OF PARTNERS 20.11
4 THE LIMITED PARTNER S CAPITAL 20.12
5 REGISTRATION AND ADVERTISEMENT
A DEFAULT IN REGISTRATION 20.13
B THE DETAILS TO BE REGISTERED 20.15
C THE REGISTER 20.16
D COLLECTIVE INVESTMENT SCHEMES 20.18
E ADVERTISEMENT OF CHANGES 20.19
F THE FIRM NAME AND THE BUSINESS NAMES ACT 20.20
6 REGULATION
A THE NEED FOR AUTHORISATION BY THE FSA 20.21
B THE AUTHORISATION PASSES TO SUCCESSOR FIRMS 20.22
7 DISSOLUTION AND WINDING UP
A DISSOLUTION WITHOUT COURT ORDER 20.23
B DISSOLUTION BY COURT ORDER 20.27
C WINDING UP AFTER DISSOLUTION 20.29
8 EXECUTION AND INSOLVENCY
A JUDGMENT AND EXECUTION AGAINST A LIMITED PARTNERSHIP 20.30
B BANKRUPTCY AND PETITIONS FOR STATUTORY WINDING UP 20.31
C THE PRIORITY OF A LIMITED PARTNER S CLAIM AGAINST HIS INSOLVENT
FIRM 20.37
CONTENTS XIX
21 LIMITED LIABILITY PARTNERSHIPS
1 THE NATURE AND CREATION OF LIMITED LIABILITY PARTNERSHIPS
A THE NATURE OF LIMITED LIABILITY PARTNERSHIPS 21.1
B REGISTRATION 21.2
C PRE-INCORPORATION CONTRACTS 21.7
D THE NAME OF THE LLP 21.8
E THE BUSINESS AND PROPERTY OF THE LLP 21.13
F TAXATION 21.18
2 THE LLP AGREEMENT AND THE DEFAULT PROVISIONS
A THE LLP AGREEMENT GENERALLY 21.20
B WHAT SHOULD BE DEALT WITH IN THE LLP AGREEMENT 21.21
C DEFAULT OF SPECIFIC AGREEMENT 21.22
D UNFAIR PREJUDICE TO MEMBERS 21.23
3 MEMBERS
A MEMBERS GENERALLY 21.26
B DESIGNATED MEMBERS 21.31
C THE MEMBER S SHARE 21.34
D THE MEMBER S OBLIGATION TO CONTRIBUTE TO THE LLP ASSETS 21.36
E THE LIABILITY OF THE LLP 21.38
F GOOD FAITH AND THE OBLIGATIONS OF MEMBERS 21.44
G EMPLOYMENT OF MEMBERS 21.46
H COMMENCEMENT AND CESSER OF MEMBERSHIP 21.47
4 AUDITORS, ACCOUNTS. CHARGES AND THE ANNUAL RETURN 21.53
A AUDIT 21.54
B ACCOUNTS 21.55
C CHARGES 21.56
D THE ANNUAL RETURN 21.57
5 INSOLVENCY, WINDING UP, MISFEASANCE AND DISQUALIFICATION
A INSOLVENCY 21.58
B DISSOLUTION AND WINDING UP 21.59
C INVESTIGATION AND MISFEASANCE 21.63
D RECOUPMENT FROM MEMBERS 21.68
E DISQUALIFICATION 21.69
6 LLP STATUS: WHAT DOES IT MEAN. AND IS IT WORTH THE COST?
A THE EXTENT OF LIMITED LIABILITY 21.75
B LOSS OF PARTNERSHIP ETHOS 21.76
C ACCOUNTING REQUIREMENTS AND OTHER REGULATION 21.77
D PUBLICITY OF ACCOUNTS AND MEMBERSHIP INFORMATION 21.78
E LEGAL UNCERTAINTY AND TAXATION UNCERTAINTY 21.79
F DANGERS FOR A NEW MEMBER JOINING AN EXISTING LLP 21.81
G COST OR DIFFICULTY OF CONVERSION FROM EXISTING PARTNERSHIP OR
COMPANY... 21.82
H POTENTIAL PUBLIC DISAFFECTION 21.86
PRECEDENTS
PAGE
1 EXAMPLE OF A PARTNERSHIP AGREEMENT FOR A PROFESSIONAL PRACTICE OF 5-2
0
PARTNERS WORKING FROM A SINGLE OFFICE 543
2 EXAMPLE OF AN AGREEMENT FOR A SMALL TRADING PARTNERSHIP (EG FARMING OR
RESTAURANT BUSINESS), WITH 3-5 PARTNERS 557
XX CONTENTS
APPENDICES
PAGE
APPENDIX A
PARTNERSHIP ACT 1890 569
APPENDIX B
LIMITED PARTNERSHIPS ACT 1907 581
APPENDIX C
LIMITED PARTNERSHIPS RULES 1907 585
APPENDIX D
COMPANY AND BUSINESS NAMES REGULATIONS 1981 589
APPENDIX E
PARTNERSHIPS AND UNLIMITED COMPANIES (ACCOUNTS) REGULATIONS 1993 595
APPENDIX F
INSOLVENT PARTNERSHIPS ORDER 1994 601
APPENDIX G
LIMITED LIABILITY PARTNERSHIPS ACT 2000 725
APPENDIX H
LIMITED LIABILITY PARTNERSHIPS REGULATIONS 2001 739
APPENDIX I
LAW OF PARTNERSHIP ACT 1865 (REPEALED) 747
INDEX 749
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| adam_txt |
CONTENTS
PAGE
FOREWORD V
PREFACE VII
TABLE OF STATUTES XXI
TABLE OF STATUTORY INSTRUMENTS XXIX
TABLE OF CASES XXXIII
PARA
PARTNERSHIP IN GENERAL
1 THE NATURE OF PARTNERSHIP 1.1
2 THE HISTORY OF PARTNERSHIP
A THE ORIGINS 1.2
B THE STATUTES OF 1865,1890 AND 1907 1.3
C MODERN DEVELOPMENT 1.6
3 FOREIGN FIRMS AND COMPANIES
A FOREIGN COMPANIES AND APPARENT COMPANIES 1.9
B SCOTTISH AND IRISH PARTNERSHIPS 1.10
C ISLE OF MAN AND CHANNEL ISLANDS 1.11
D THE NATURE OF FOREIGN PARTNERSHIPS 1.12
E RECOGNITION BY THE COURTS OF ENGLAND AND WALES 1.13
F PROCEDURE AGAINST FOREIGN FIRMS 1.14
THE EXISTENCE OF THE PARTNERSHIP
1 EXPRESS AGREEMENT, COMPLETE OR INCOMPLETE
A AGREEMENT THAT THERE IS OR IS NOT A PARTNERSHIP 2.1
B THE ISSUE AS TO THE EXISTENCE OF THE PARTNERSHIP 2.4
C SHAM PARTNERSHIPS 2.5
D PARTNERSHIP OPTIONS 2.6
E PROPOSALS AND PREPARATION FOR BUSINESS 2.7
F DRAFT AGREEMENTS ACTED UPON OR NOT ACTED UPON 2.8
G DEEDS AND WRITTEN AND ORAL AGREEMENTS 2.9
H NOVATION AND CONTINUATION 2.10
I SALARIED PARTNERS 2.11
2 THE EXISTENT OF THE PARTNERSHIP WITHOUT EXPRESS AGREEMENT
A THE IMPLICATION OF PARTNERSHIP GENERALLY 2.12
B CARRYING ON A BUSINESS IN COMMON WITH A VIEW OF PROFIT 2.15
3 SHARING OF PROFITS AND PROPERTY AS EVIDENCE OF PARTNERSHIP
A SHARING NET PROFITS 2.20
B WHERE SHARING PROFITS DOES NOT CREATE A PARTNERSHIP 2.23
C SHARING GROSS PROFITS 2.30
D SHARING LOSSES 2.31
E EMPLOYEES AND AGENTS 2.32
F LENDERS 2.35
G LEGATEES 2.38
H SHARING PROPERTY 2.39
4 JOINT VENTURES
A PARTNERSHIP CONTRASTED WITH OTHER JOINT VENTURES 2.40
B LIABILITIES OF JOINT VENTURERS 2.41
CONTENTS
OTHER ENTITIES AKIN TO PARTNERSHIPS
A AGENTS 2.42
B BARRISTERS' CHAMBERS 2.43
C CLUBS 2.44
D EMPLOYMENT 2.47
E EUROPEAN ECONOMIC INTEREST GROUPS 2.48
F FRANCHISES 2.49
G MUTUAL BENEFIT ASSOCIATIONS 2.50
H LIMITED AND UNLIMITED COMPANIES 2.51
I MARRIAGE; BOYFRIENDS AND GIRLFRIENDS 2.52
J MINING COMPANIES IN THE STANNARIES 2.53
K PARTNERSHIP COMPANIES 2.54
L QUASI-PARTNERSHIPS 2.55
M SHARE FARMERS 2.56
CAPACITY
1 THOSE ENTITIES AND PERSONS THAT HAVE CAPACITY TO BE PARTNERS
A THOSE WITH CAPACITY TO BE PARTNERS 3.1
B THOSE WHO MAY LACK CAPACITY TO BE PARTNERS 3.11
2 MINORS
A THE MINORITY OF A PARTNER 3.22
B AFFIRMATION OF THE PARTNERSHIP 3.23
C JUDGMENT AND EXECUTION 3.24
3 MENTAL DISABILITY: SENILITY. MADNESS AND DRUNKENNESS
A THE PARTNER MENTALLY INCAPABLE WHEN COMMENCING PARTNERSHIP 3.2 5
B PATIENTS OF THE COURT OF PROTECTION 3.26
C LOSS OF MENTAL CAPACITY DURING THE COURSE OF THE PARTNERSHIP 3.27
4 DISQUALIFICATION, BANKRUPTCY AND INSOLVENCY
A DISQUALIFICATION UNDER THE COMPANY DIRECTORS DISQUALIFICATION ACT
1986 3.28
B A PARTNER'S BANKRUPTCY 3.29
C SOLICITORS' PRACTISING CERTIFICATES 3.30
ILLEGALITY
1 FIRMS THAT ARE ILLEGAL
A COMMON LAW ILLEGALITY 4.1
B STATUTORY ILLEGALITY 4.2
C TORT, CHAMPERTY, CORRUPTION, IMMORALITY AND GAMBLING 4.3
D FOREIGN RELATIONS 4.8
E ANTI-COMPETITIVE PRACTICE: ENGLISH AND EUROPEAN LAW 4.9
F UNQUALIFIED AND DISQUALIFIED PROFESSIONALS 4.11
G FORMER RESTRICTION ON FIRMS OF MORE THAN 20 MEMBERS 4.12
2 THE EFFECT OF ILLEGALITY
A THE EFFECT GENERALLY 4.28
B THE RELATIONS OF OUTSIDERS WITH AN ILLEGAL FIRM 4.31
C ILLEGALITY CAUSES IMMEDIATE DISSOLUTION 4.34
D ENFORCEMENT OF RIGHTS BETWEEN PARTNERS 4.35
E THE ILLEGALITY ABANDONED 4.38
HOLDING OUT
1 LIABILITY OF ONE WHO IS HELD OUT TO BE A PARTNER 5.1
2 WHAT AMOUNTS TO A SUFFICIENT REPRESENTATION 5.2
A HIS OWN REPRESENTATION ABOUT HIMSELF 5.3
B A SHADOW PARTNER 5.4
CONTENTS XI
C ANOTHER'S REPRESENTATION KNOWINGLY SUFFERED BY HIM 5.5
3 TO WHOM HE IS LIABLE AND FOR WHAT 5.6
4 THE RETIRED, BANKRUPT OR DEAD PARTNER 5.7
5 PASSING-OFF: A PERSON FALSELY REPRESENTING HIMSELF TO BE A
MEMBER OF THE FIRM 5.8
SUB-PARTNERSHIPS AND GROUP PARTNERSHIPS
1 SUB-PARTNERSHIPS
A SUB-PARTNERSHIPS GENERALLY 6.1
B A PARTNERSHIP OF A PARTNERSHIP SHARE 6.2
C ANOTHER FIRM BEING ITSELF A PARTNER 6.3
D A SUB-GROUP WITHIN A LARGER ENTITY 6.4
E IMPLIED TERMS OF THE SUB-PARTNERSHIP 6.5
2 GROUP, PARALLEL AND CORPORATE PARTNERSHIPS
A GROUP PARTNERSHIPS 6.6
B PARALLEL PARTNERSHIPS 6.7
C CORPORATE PARTNERSHIPS 6.8
THE TERMS OF THE PARTNERSHIP AGREEMENT
1 THE TERMS OF THE PARTNERSHIP AGREEMENT
A THE MINIMUM AGREEMENT 7.1
B THE DURATION AND CONTINUATION OF THE PARTNERSHIP 7.4
C CONSTRUCTION OF THE PARTNERSHIP AGREEMENT 7.11
D PENALTIES, FORFEITURES AND UNFAIR AND ONEROUS CONDITIONS 7.12
2 VARIATION OF THE PARTNERSHIP AGREEMENT
A EXPRESS AND IMPLIED VARIATION BETWEEN EXISTING MEMBERS 7.20
B A NEW PARTNER JOINING THE FIRM 7.22
C MERGERS 7.25
8 PARTNERSHIP ASSETS AND LIABILITIES
1 PARTNERSHIP PROPERTY
A INTRODUCTION 8.1
B CATEGORIES OF PARTNERSHIP PROPERTY 8.3
C PARTNERSHIP PROPERTY CONTRASTED WITH OTHER PROPERTY 8.12
2 THE PROPERTY OF INDIVIDUAL PARTNERS CONTRASTED WITH THAT OF
THE FIRM
A PROPRIETARY AND NON-PROPRIETARY RIGHTS 8.16
B RULES FOR ASCERTAINING WHETHER PROPERTY BELONGS TO ONE OR MORE
PARTNERSOR TO THE FIRM 8.20
3 TRANSFERS OF PROPERTY BETWEEN THE FIRM AND ITS MEMBERS
A AGREEMENTS BETWEEN THE FIRM AND ITS MEMBERS 8.28
B CREDITORS 8.29
C LAND: THE REQUIREMENT OF WRITING. 8.30
D AN AGREEMENT WILL NOT BE INFERRED WITHOUT EVIDENCE 8.32
4 PARTNERSHIP LAND, LEASES AND TENANCIES
A PARTNERSHIP LAND GENERALLY 8.33
B THE NATURE AND VESTING OF PARTNERSHIP LAND 8.36
C PARTNERSHIP LEASES, TENANCIES AND REVERSIONS 8.39
D AGRICULTURAL LAND 8.48
5 GOODWILL AND THE FIRM NAME
A GOODWILL 8.51
B THE FIRM NAME 8.54
C THE BUSINESS NAMES ACT 1985 8.62
XII CONTENTS
6 PARTNERSHIP CAPITAL
A THE MEANING OF'PARTNERSHIP CAPITAL' 8.67
B BACKGROUND 8.68
C ACCOUNTING FOR CAPITAL 8.69
D BLENDING PARTNERS'CAPITAL AND CURRENT ACCOUNTS 8.70
E CONTRIBUTIONS OF CAPITAL 8.71
7 CONFIDENTIAL AND PRIVILEGED INFORMATION AND INTELLECTUAL
PROPERTY
A CONFIDENTIAL INFORMATION BELONGING TO THE FIRM 8.72
B CONFIDENTIAL INFORMATION BELONGING TO A CLIENT 8.73
C CLIENT LOYALTY 8.74
D PRIVILEGE 8.75
E COPYRIGHT, DESIGNS AND OTHER INTELLECTUAL PROPERTY 8.76
9 THE PARTNERSHIP SHARE
1 THE NATURE AND SIZE OF A PARTNERSHIP SHARE
A AN INTEREST IN THE NET ASSETS 9.1
B PRESUMPTION OF EQUALITY 9.2
C SURVIVORSHIP 9.3
D A SHARE MAY BE ASSIGNED OR CHARGED 9.4
E THE VALUE OF THE SHARE 9.5
2 MORTGAGES, ASSIGNEES, PERSONAL REPRESENTATIVES AND OTHER
RECIPIENTS OF A SHARE
A ASSIGNEES AND CHARGEES GENERALLY 9.6
B CHARGING ORDERS AND THE APPOINTMENT OF A RECEIVER 9.11
C PERSONAL REPRESENTATIVES OF A PARTNER 9.13
D THE PARTNERSHIP SHARE HELD UPON TRUST 9.16
10 THE DUTY OF GOOD FAITH
1 THE GENERAL DUTY OF GOOD FAITH
A A DUTY OF GOOD FAITH 10.1
B A FIDUCIARY DUTY 10.2
C LIMITS ON THE DUTY OF GOOD FAITH 10.3
D ANALOGY WITH COMPANY DIRECTORS 10.10
E DURATION OF DUTY 10.11
F WAIVER AND CONSENT TO BREACH OF DUTY 10.12
2 THE DUTY TO GIVE INFORMATION AND KEEP ACCOUNTS
A GENERAL 10.13
B THE DUTY TO GIVE INFORMATION 10.14
C THE DUTY TO KEEP FULL AND ACCURATE ACCOUNTS 10.19
D ACCESS TO BOOKS AND OTHER RECORDS 10.20
3 PROFITING FROM THE FIRM
A PROFITING FROM THE FIRM GENERALLY 10.23
B RENEWING PARTNERSHIP LEASES 10.26
C REVERSIONS ON PARTNERSHIP LEASES 10.27
D OUTSIDE WORK AND OFFICE-HOLDING 10.28
E USE BY THE PARTNER OF OTHER PARTNERSHIP PROPERTY 10.29
F BRIBES AND COMMISSIONS 10.34
4 COMPETING WITH THE FIRM 10.35
A 'CONSENT OF THE OTHER PARTNERS." 10.36
B 'THE SAME NATURE. AND COMPETING' 10.37
C PROFITS OF OFFICE 10.38
D WHAT IS PROFIT? 10.39
5 DUTIES WHEN A PARTNER JOINS THE FIRM OR BUYS OR SELLSHIS
SHARE
A THE DUTY 10.40
CONTENTS XIII
B DUTIES OF THE PURCHASER AND OF THE VENDOR 10.41
C DUTY TO THE REMAINING PARTNERS AS REGARDS THE TRANSACTION 10.42
D WHERE NO SALE MATERIALISES 10.43
E DUTY OF CONTINUING PARTNERS TO ESTATE OF A DEAD PARTNER 10.44
11 INTERNAL MANAGEMENT
1 MANAGEMENT AND DECISION-MAKING WITHIN THE FIRM
A DECISION-MAKING GENERALLY 11.1
B DECISIONS THAT CAN ONLY BE TAKEN BY THE PARTNERS UNANIMOUSLY 11.2
C DECISIONS THAT MAY BE TAKEN BY A MAJORITY 11.7
D THE RIGHT OF A SINGLE PARTNER TO ACT IN THE MANAGEMENT 11.12
E THE MANAGEMENT COMMITTEE 11.13
F GARDENING LEAVE AND EXCLUSION 11.14
G SALARIED PARTNERS AND EMPLOYEES 11.15
H DISCRIMINATION 11.19
2 ACCOUNTS, PROFITS AND FINANCIAL MANAGEMENT
A ACCOUNT KEEPING '. 11.21
B CAPITAL ACCOUNTS AND ADVANCES 11.24
C REMUNERATION, PROFITS AND LOSSES 11.27
3 A PARTNER'S RIGHT TO INDEMNITY FROM THE FIRM
A A PARTNER'S RIGHT TO INDEMNITY 11.35
B LOSS OF INDEMNITY 11.36
12 THE INTERNAL PARTNERSHIP DISPUTE
1 JURISDICTION AND PROCEDURE
A JURISDICTION 12.1
B LIMITS ON CLAIMS FOR DEBT OR DAMAGES WHERE NO DISSOLUTION IS SOUGHT
12.5
C NECESSARY PARTIES TO A PARTNERSHIP ACTION 12.7
D DISCLOSURE AND PRIVILEGE 12.11
E JUDGMENTS AND ENFORCEMENT 12.14
F INTEREST 12.16
G COSTS OF A PARTNERSHIP ACTION 12.19
2 ARBITRATION AND MEDIATION
A ARBITRATION AND MEDIATION AGREEMENTS 12.20
B MEDIATION OR'ADR'ENCOURAGED BY THE COURT 12.21
C ARBITRATION APPLICATIONS TO THE COURT 12.22
D COUNTY COURT 12.23
E STAY OF PARALLEL COURT PROCEEDINGS 12.24
F POWERS OF THE ARBITRATOR 12.25
G COSTS OF ARBITRATION 12.26
H ARBITRATION APPEALS TO THE COURT 12.27
I MEDIATION 12.28
3 INJUNCTIONS BETWEEN PARTNERS
A SPECIFIC PERFORMANCE AND DISSOLUTION 12.29
B INJUNCTIONS RESTRAINING MISBEHAVIOUR BY A PARTNER OR THE FIRM 12.30
C MUTUALITY 12.31
D MANDATORY INJUNCTIONS TO ENFORCE THE PERSONAL OBLIGATIONS OF A PARTNER
12.32
E INJUNCTIONS WHERE DISSOLUTION IS AN ALTERNATIVE REMEDY 12.33
F INTERIM INJUNCTIONS AND UNDERTAKINGS 12.34
4 ENFORCEMENT AND RESCISSION OF PARTNERSHIP AGREEMENTS
A ENFORCEMENT OF AGREEMENTS TO ENTER INTO PARTNERSHIP 12.35
B MISREPRESENTATION IN AGREEMENTS TO ENTER INTO PARTNERSHIP 12.41
5 REPUDIATION BY BREACH OF THE PARTNERSHIP AGREEMENT
A REPUDIATION APPLIED TO PARTNERSHIPS 12.45
B WHAT AMOUNTS TO REPUDIATION 12.48
XIV CONTENTS
C THE EFFECT OF REPUDIATION 12.50
D DAMAGES FOLLOWING REPUDIATION 12.51
6 THE CLAIM FOR AN ACCOUNT
A THE RIGHT TO AN ACCOUNT 12.52
B THE MEANING OF 'ACTION FOR AN ACCOUNT' 12.54
C TAKING THE ACCOUNT 12.59
D DEFENCES TO ACTIONS FOR AN ACCOUNT 12.64
E HOW SETTLED ACCOUNTS MAY BE CHALLENGED 12.74
7 A PARTNER'S RIGHT TO A RECEIVER
A RECEIVERS GENERALLY 12.82
B PARTNERSHIP RECEIVERS APPOINTED BY AGREEMENT 12.83
C WHO MAY APPLY TO THE COURT FOR THE APPOINTMENT OF A PARTNERSHIP
RECEIVER 12.84
D WHO MAY BE APPOINTED 12.85
E THE GROUNDS FOR APPOINTMENT BEFORE DISSOLUTION 12.86
F THE GROUNDS FOR APPOINTMENT IN A DISSOLUTION 12.87
G PROCEDURE ON APPOINTMENT 12.88
H REMUNERATION 12.90
I RECEIVER AND MANAGER 12.91
J STATUS AND POWERS OF RECEIVER OR RECEIVER AND MANAGER 12.92
K RESTRICTIONS ON CREDITORS 12.93
8 BREACH OF CONTRACT, NEGLIGENCE AND OTHER CLAIMSBETWEEN
PARTNERS
A BREACH OF CONTRACT 12.94
B BREACH OF FIDUCIARY DUTY 12.95
C NEGLIGENCE 12.96
D FRAUD AND OTHER TORTS 12.97
E SETTING TRANSACTIONS ASIDE 12.98
9 CONTRIBUTION BETWEEN PARTNERS
A WHAT CLAIMS ARE ACTIONABLE BETWEEN PARTNERS 12.99
B HOW CLAIMS FOR COMPENSATION OR CONTRIBUTION BETWEEN PARTNERS MAY BE
ENFORCED 12.100
10 LIMITATION AND DELAY AS REGARDS CLAIMS BETWEEN PARTNERS
A LIMITATION GENERALLY 12.108
B LIMITATION IN CLAIMS BETWEEN CONTINUING PARTNERS: NO TIME PERIOD
12.109
C LIMITATION IN CLAIMS BETWEEN THE FIRM AND AN OUTGOING PARTNER OR HIS
ESTATE: ORDINARY TIME PERIOD 12.110
D EXTENSION OF ORDINARY TIME LIMITS 12.114
E LACHES, WAIVER, ACQUIESCENCE AND ABANDONMENT 12.119
13 DISSOLUTION, RETIREMENT AND EXPULSION WITHOUT COURT ORDER
1 DISSOLUTION GENERALLY
A THE MEANING OF DISSOLUTION AND WINDING UP 13.1
B DISSOLUTION ON ILLEGALITY, REPUDIATION, FRUSTRATION OR RESCISSION 13.7
C DISSOLUTION UNDER THE PARTNERSHIP AGREEMENT 13.10
D DISSOLUTION BY SUBSEQUENT AGREEMENT 13.15
E SETTING ASIDE DISSOLUTION AGREEMENTS 13.20
F PUBLICISING DISSOLUTION 13.22
2 DISSOLUTION BY NOTICE
A EXPRESS PROVISION FOR DISSOLUTION ON NOTICE 13.23
B PARTNERSHIPS AT WILL DISSOLVED ON NOTICE 13.24
C THE NATURE AND EFFECT OF A NOTICE 13.25
3 DISSOLUTION BY DEATH, BANKRUPTCY OR CHARGING
A DEATH 13,29
B BANKRUPTCY 13.30
C DISSOLUTION WHEN A PARTNER'S SHARE IS CHARGED 13.33
CONTENTS XV
4 RETIREMENT AND EXPULSION
A RETIREMENT AND EXPULSION GENERALLY 13.34
B RETIREMENT 13.36
C THE RIGHT TO EXPEL 13.39
D EXERCISE OF THE RIGHT TO EXPEL 13.43
14 DISSOLUTION BY COURT ORDER
1 DISSOLUTION BY COURT ORDER GENERALLY
A GENERAL 14.1
B PROCEDURE 14.2
2 GROUNDS FOR DISSOLUTION: MENTAL AND OTHER INCAPACITY
A DISSOLUTION BY THE COURT FOR INCAPACITY GENERALLY 14.8
B MENTAL INCAPACITY 14.10
C OTHER INCAPACITY 14.13
D THE COURT'S DISCRETION IN ANY CASE OF INCAPACITY 14.15
3 DISSOLUTION FOR MISCONDUCT
A GENERALLY 14.16
B DISHONESTY 14.18
C ADULTERY 14.19
D OTHER MISBEHAVIOUR 14.20
E TRIVIALITY AND MERE DISTRUST 14.21
4 INSOLVENCY AND LOSS-MAKING AS A GROUND FOR DISSOLUTION
A PROCEDURE 14.22
B THE GROUNDS FOR THE APPLICATION 14.23
5 DISSOLUTION WHEN JUST AND EQUITABLE
A THE WIDE JURISDICTION 14.24
B WHERE THE APPLICANT IS AT FAULT 14.25
C WHERE THERE IS A BREAKDOWN IN RELATIONS 14.26
15 THE EFFECT OF DISSOLUTION AND RETIREMENT
1 MANAGEMENT AFTER DISSOLUTION OR RETIREMENT
A MANAGEMENT 15.1
B PROFITS AND LOSSES DURING WINDING UP 15.6
C THE EFFECT OF DISSOLUTION ON OUTSIDERS 15.20
2 THE RIGHTS OF THE PARTIES ON A RETIREMENT
A THE EFFECT OF DISSOLUTION, RETIREMENT AND PRE-EMPTION AGREEMENTS AND
OPTIONS 15.32
B THE VALUATION OF THE SHARE OF AN OUTGOING PARTNER 15.33
C GOODWILL, WORK-IN-PROGRESS AND NON-ASSIGNABLE ASSETS 15.34
D THE DEPARTING PARTNER'S INDEMNITY 15.35
3 SALE OR DIVISION OF ASSETS ON DISSOLUTION
A 'APPLICATION'OF PARTNERSHIP PROPERTY 15.36
B A PARTNER'S RIGHT TO INSIST UPON SALE 15.37
C DISTRIBUTION OF NET ASSETS 15.47
D DISCHARGE OF LIABILITIES AND LOSSES 15.55
E RETURN OF PREMIUMS 15.57
4 COVENANTS IN RESTRAINT OF COMPETITION WITH THE FIRM
A THE NEED FOR COVENANTS: GOODWILL 15.58
B COVENANTS IN RESTRAINT OF TRADE GENERALLY 15.62
C WHAT IS'REASONABLE' 15.66
16 THE FIRM AND OUTSIDERS
1 CONTRACT: THE AUTHORITY OF A PARTNER TO BIND THE FIRM
A THE EXPRESS AND IMPLIED AUTHORITY OF A PARTNER 16.1
B THE BUSINESS OF THE FIRM 16.8
XVI CONTENTS
2 THE LIABILITY OF THE FIRM FOR THE PARTNER'S WRONGS
A WRONGFUL ACTS GENERALLY 16.44
B NEGLIGENCE 16.47
C CRIME AND FRAUD 16.48
D MISREPRESENTATION 16.49
E CONSTRUCTIVE TRUSTEESHIP 16.50
F OTHER WRONGS 16.51
G WHERE THE PARTNERS IN THE FIRM CHANGE 16.53
3 BREACH OF TRUST AND MISAPPROPRIATION
A THE PRINCIPLES 16.54
B WHERE THE PARTNER IN DEFAULT IS ACTING WITHIN HIS AUTHORITY AS A
PARTNER 16.56
C WHERE THE PARTNER IN DEFAULT IS ACTING OUTSIDE HIS AUTHORITY AS A
PARTNER 16.58
D WHAT THE FIRM MAY BE LIABLE FOR 16.66
E BREACH OF SOLICITORS'UNDERTAKINGS 16.68
F A TRUSTEE-PARTNER'S RIGHT TO FEES 16.70
4 JOINT AND SEVERAL LIABILITY
A JOINT AND SEVERAL LIABILITY EXPLAINED 16.71
B WHETHER THE LIABILITY IS JOINT OR SEVERAL OR BOTH 16.73
C JUDGMENTS AND RELEASES 16.78
D A PARTNER'S DEATH 16.81
5 THE BEGINNING AND END OF A PARTNER'S LIABILITY
A THE BEGINNING OF LIABILITY: THE INCOMING PARTNER 16.82
B THE END OF LIABILITY: THE RETIRED, EXPELLED, BANKRUPT OR DEAD PARTNER
16.85
6 NOTICE, KNOWLEDGE AND CLIENT'S CONFIDENTIAL INFORMATION
A THE KNOWLEDGE OF A PARTNER 16.100
B EXCLUSION OF LIABILITY BY NOTICE TO THE OUTSIDER 16.107
C EMPLOYEES 16.109
D CLIENTS'CONFIDENTIAL INFORMATION 16.110
17 LITIGATION BY AND AGAINST OUTSIDERS
1 ACTIONS BY THE FIRM
A THE FIRM'S CAUSE OF ACTION 17.1
B WHAT PARTNER MAY AUTHORISE AND PROSECUTE PROCEEDINGS 17.7
C SET-OFF BETWEEN DEBTS AND CREDITS OF THE FIRM AND THE PARTNER 17.10
2 ACTIONS AGAINST THE FIRM
A WHEN AND HOW A CLAIM AGAINST THE FIRM MAY BE BROUGHT 17.12
B THE PARTNERS'DEFENCE 17.17
3 PROCEDURE
A THE SCOPE OF RULES OF COURT ENABLING A FIRM TO SUE OR BE SUED IN ITS
OWN
NAME 17.20
B SERVICE AND ACKNOWLEDGMENT OF SERVICE 17.26
C DISCLOSURE OF PARTNERS'NAMES 1733
D DISCLOSURE AND ADMISSIONS 17.35
E ADMISSIONS 17.37
4 JUDGMENT AND EXECUTION AGAINST THE FIRM
A JUDGMENT AGAINST THE FIRM 17.38
B SUMMARY JUDGMENT 17.39
C EXECUTION ON A JUDGMENT AGAINST THE FIRM GENERALLY 17.40
D EXECUTION AGAINST THE ASSETS OF THE FIRM 17.41
E EXECUTION AGAINST A PARTNER WITHOUT LEAVE 17.42
F EXECUTION AGAINST PARTNERS AND NON-PARTNERS WITH LEAVE 17.43
G THE APPOINTMENT OF A RECEIVER 17.45
H BANKRUPTCY 17.46
I STATUTORY WINDING UP 17.47
J 'GARNISHEE' OR THIRD PARTY DEBT' PROCEEDINGS 17.48
CONTENTS XVII
18 INSOLVENCY - WINDING UP AND SIMILAR PROCEDURES
1 BANKRUPTCY CONTRASTED WITH STATUTORY WINDING UP
A THE INSOLVENCY ACT 1986 OPTION OF STATUTORY WINDING UP 18.1
B STATUTORY WINDING UP AND ITS TERMINOLOGY 18.2
2 BANKRUPTCY
A BANKRUPTCY LAW PRESERVED 18.10
B APPLICATIONS OUTSIDE THE AMBIT OF STATUTORY WINDING UP 18.11
C THE EFFECT OF BANKRUPTCY 18.14
3 CREDITORS' APPLICATIONS UNDER THE INSOLVENCY ACT 1986
A CREDITORS' APPLICATIONS GENERALLY 18.19
B CREDITORS' WINDING UP PETITIONS WHERE NO CONCURRENT BANKRUPTCY OR
OTHERINSOLVENCY PETITIONS ARE PRESENTED AGAINST ANY MEMBERS 18.28
C CONCURRENT PETITIONS AGAINST FIRM AND MEMBERS 18.31
D CREDITORS' APPLICATIONS FOR AN ADMINISTRATION ORDER 18.41
4 MEMBERS' APPLICATIONS UNDER THE INSOLVENCY ACT 1986
A MEMBERS' WINDING UP AND ADMINISTRATION APPLICATIONS 18.54
B MEMBERS' APPLICATIONS FOR AN ADMINISTRATION ORDER 18.55
C MEMBERS' WINDING UP PETITIONS WHERE NO BANKRUPTCY OR OTHER INSOLVENCY
PETITION IS PRESENTED AGAINST ANY MEMBER 18.56
D MEMBERS' WINDING UP PETITION WHERE CONCURRENT BANKRUPTCY OR OTHER
INSOLVENCY PETITIONS ARE PRESENTED AGAINST ALL THE MEMBERS 18.59
E ARTICLE 11: MEMBERS' APPLICATIONS FOR JOINT BANKRUPTCY WITHOUT WINDING
UP THE PARTNERSHIP 18.68
F MEMBERS' APPLICATIONS FOR PARTNERSHIP VOLUNTARY ARRANGEMENTS WITH
CREDITORS -'PVAS' 18.74
5 APPLICATIONS BY OTHERS UNDER THE INSOLVENCY ACT 1986
A APPLICATIONS BY THE LIQUIDATOR OR OTHER RESPONSIBLE INSOLVENCY
PRACTITIONER 18.77
B OTHER STATUTORY WINDING UP 18.80
C APPLICATIONS BY THE SECRETARY OF STATE 18.87
6 EU REGULATION OF INSOLVENCY PROCEEDINGS 18.89
19 THE INSOLVENT FIRM'S DEBTS
1 PRIORITY OF DEBTS GENERALLY 19.1
2 POSTPONEMENT OF THE CLAIMS OF PARTNERS AND OTHERSCONNECTED
WITH THE INSOLVENT FIRM
A PARTNERS 19.2
B THE PARTNER'S SPOUSE 19.3
C LENDERS, VENDORS AND OTHERS WITH AN INTEREST IN A PROFIT SHARE 19.4
D WHICH DEBTS ARE POSTPONED 19.9
3 SET-OFF
A GENERAL 19.10
B JOINT DEBTS OF THE FIRM AND SEPARATE DEBTS OF PARTNERS 19.11
4 SECURED CREDITORS
A GENERAL 1914
B THE JOINT ESTATE OF THE FIRM AND THE SEPARATE ESTATE OF THE PARTNER
19.15
5 THE PARTNER'S LIEN
A THE NATURE OF THE PARTNER'S LIEN 19.18
B THE PRIORITY OF THE PARTNER'S LIENS 19-22
C REGISTRATION AND PROTECTION OF LIENS OVER LAND 19.23
6 COSTS AND EXPENSES IN INSOLVENCY PROCEEDINGS
A PARTNER'S BANKRUPTCY OR INSOLVENCY 19.24
B DISSOLUTION AND WINDING UP OFTHE FIRM WITHOUT STATUTORY WINDING UP.
19.25
C STATUTORY WINDING UP OFTHE PARTNERSHIP ALONE 19.26
D STATUTORY WINDING UP OF THE PARTNERSHIP AND A MEMBER OR MEMBERS
CONCURRENTLY, WITH SINGLE TRUSTEE FOR BOTH 19.28
XVIII CONTENTS
7 RELATIVE PRIORITY OF CREDITORS OF THE FIRM AND CREDITORS OF
PARTNERS
A GENERAL 19.31
B PRIORITIES WHERE THE INSOLVENT PARTNERSHIPS ORDER 1994
APPLIES 19.32
C THE RULE AS TO PRIORITIES WHERE THE INSOLVENT PARTNERSHIPS ORDER 1994
DOES NOT APPLY 19.37
8 ADJUSTMENT OF LIABILITIES BETWEEN PARTNERS
A ALL PARTNERS SOLVENT 19.47
B STATUTORY WINDING UP: THE LIQUIDATOR'S POWERS 19.48
C THE PARTNER'S RIGHTS AGAINST AN INSOLVENT PARTNER'S ESTATE 19.49
D AN INSOLVENT PARTNER'S ESTATE SEEKING A CONTRIBUTION AGAINST A SOLVENT
PARTNER 19.54
9 AN INSOLVENT MEMBER OF A SOLVENT FIRM
A A MEMBER'S INSOLVENCY 19.55
B NO DISSOLUTION 19.56
C DISSOLUTION 19.57
10 THE ESTATE OF A DEAD PARTNER
A GENERAL 19.58
B DEATH DOES NOT HALT BANKRUPTCY PROCEEDINGS 19.59
C PRIORITIES IN RELATION TO AN INSOLVENT ESTATE 19.60
D THE POSITION OF THE PERSONAL REPRESENTATIVES 19.61
20 LIMITED PARTNERSHIPS
1 LIMITED PARTNERSHIPS GENERALLY
A THE NATURE OF LIMITED PARTNERSHIPS 20.1
B THE MEANING OF LIMITED LIABILITY 20.2
C COLLECTIVE INVESTMENT SCHEMES 20.3
2 MANAGEMENT OF THE BUSINESS
A POWERS OF MANAGEMENT BY THE GENERAL PARTNERS 20.4
B INVOLVEMENT BY LIMITED PARTNERS 20.5
3 INCOMING AND OUTGOING PARTNERS AND THEIR
ASSIGNEES
A INTRODUCTION OF PARTNERS 20.9
B ASSIGNMENT OF A LIMITED PARTNERSHIP SHARE 20.10
C THE NUMBER OF PARTNERS 20.11
4 THE LIMITED PARTNER'S CAPITAL 20.12
5 REGISTRATION AND ADVERTISEMENT
A DEFAULT IN REGISTRATION 20.13
B THE DETAILS TO BE REGISTERED 20.15
C THE REGISTER 20.16
D COLLECTIVE INVESTMENT SCHEMES 20.18
E ADVERTISEMENT OF CHANGES 20.19
F THE FIRM NAME AND THE BUSINESS NAMES ACT 20.20
6 REGULATION
A THE NEED FOR AUTHORISATION BY THE FSA 20.21
B THE AUTHORISATION PASSES TO SUCCESSOR FIRMS 20.22
7 DISSOLUTION AND WINDING UP
A DISSOLUTION WITHOUT COURT ORDER 20.23
B DISSOLUTION BY COURT ORDER 20.27
C WINDING UP AFTER DISSOLUTION 20.29
8 EXECUTION AND INSOLVENCY
A JUDGMENT AND EXECUTION AGAINST A LIMITED PARTNERSHIP 20.30
B BANKRUPTCY AND PETITIONS FOR STATUTORY WINDING UP 20.31
C THE PRIORITY OF A LIMITED PARTNER'S CLAIM AGAINST HIS INSOLVENT
FIRM 20.37
CONTENTS XIX
21 LIMITED LIABILITY PARTNERSHIPS
1 THE NATURE AND CREATION OF LIMITED LIABILITY PARTNERSHIPS
A THE NATURE OF LIMITED LIABILITY PARTNERSHIPS 21.1
B REGISTRATION 21.2
C PRE-INCORPORATION CONTRACTS 21.7
D THE NAME OF THE LLP 21.8
E THE BUSINESS AND PROPERTY OF THE LLP 21.13
F TAXATION 21.18
2 THE LLP AGREEMENT AND THE DEFAULT PROVISIONS
A THE LLP AGREEMENT GENERALLY 21.20
B WHAT SHOULD BE DEALT WITH IN THE LLP AGREEMENT 21.21
C DEFAULT OF SPECIFIC AGREEMENT 21.22
D UNFAIR PREJUDICE TO MEMBERS 21.23
3 MEMBERS
A MEMBERS GENERALLY 21.26
B DESIGNATED MEMBERS 21.31
C THE MEMBER'S SHARE 21.34
D THE MEMBER'S OBLIGATION TO CONTRIBUTE TO THE LLP ASSETS 21.36
E THE LIABILITY OF THE LLP 21.38
F GOOD FAITH AND THE OBLIGATIONS OF MEMBERS 21.44
G EMPLOYMENT OF MEMBERS 21.46
H COMMENCEMENT AND CESSER OF MEMBERSHIP 21.47
4 AUDITORS, ACCOUNTS. CHARGES AND THE ANNUAL RETURN 21.53
A AUDIT 21.54
B ACCOUNTS 21.55
C CHARGES 21.56
D THE ANNUAL RETURN 21.57
5 INSOLVENCY, WINDING UP, MISFEASANCE AND DISQUALIFICATION
A INSOLVENCY 21.58
B DISSOLUTION AND WINDING UP 21.59
C INVESTIGATION AND MISFEASANCE 21.63
D RECOUPMENT FROM MEMBERS 21.68
E DISQUALIFICATION 21.69
6 LLP STATUS: WHAT DOES IT MEAN. AND IS IT WORTH THE COST?
A THE EXTENT OF LIMITED LIABILITY 21.75
B LOSS OF PARTNERSHIP ETHOS 21.76
C ACCOUNTING REQUIREMENTS AND OTHER REGULATION 21.77
D PUBLICITY OF ACCOUNTS AND MEMBERSHIP INFORMATION 21.78
E LEGAL UNCERTAINTY AND TAXATION UNCERTAINTY 21.79
F DANGERS FOR A NEW MEMBER JOINING AN EXISTING LLP 21.81
G COST OR DIFFICULTY OF CONVERSION FROM EXISTING PARTNERSHIP OR
COMPANY. 21.82
H POTENTIAL PUBLIC DISAFFECTION 21.86
PRECEDENTS
PAGE
1 EXAMPLE OF A PARTNERSHIP AGREEMENT FOR A PROFESSIONAL PRACTICE OF 5-2
0
PARTNERS WORKING FROM A SINGLE OFFICE 543
2 EXAMPLE OF AN AGREEMENT FOR A SMALL TRADING PARTNERSHIP (EG FARMING OR
RESTAURANT BUSINESS), WITH 3-5 PARTNERS 557
XX CONTENTS
APPENDICES
PAGE
APPENDIX A
PARTNERSHIP ACT 1890 569
APPENDIX B
LIMITED PARTNERSHIPS ACT 1907 581
APPENDIX C
LIMITED PARTNERSHIPS RULES 1907 585
APPENDIX D
COMPANY AND BUSINESS NAMES REGULATIONS 1981 589
APPENDIX E
PARTNERSHIPS AND UNLIMITED COMPANIES (ACCOUNTS) REGULATIONS 1993 595
APPENDIX F
INSOLVENT PARTNERSHIPS ORDER 1994 601
APPENDIX G
LIMITED LIABILITY PARTNERSHIPS ACT 2000 725
APPENDIX H
LIMITED LIABILITY PARTNERSHIPS REGULATIONS 2001 739
APPENDIX I
LAW OF PARTNERSHIP ACT 1865 (REPEALED) 747
INDEX 749 |
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| author | Blackett-Ord, Mark |
| author_facet | Blackett-Ord, Mark |
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| discipline | Rechtswissenschaft |
| discipline_str_mv | Rechtswissenschaft |
| edition | 2. ed. |
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| illustrated | Not Illustrated |
| index_date | 2024-07-02T14:06:51Z |
| indexdate | 2024-07-09T20:36:25Z |
| institution | BVB |
| isbn | 0406946442 |
| language | English |
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| publishDate | 2002 |
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| publisher | Butterworths |
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| spelling | Blackett-Ord, Mark Verfasser aut Partnership the modern law of partnership, limited partnership and limited liability partnership Mark Blackett-Ord 2. ed. London Butterworths 2002 CV, 779 S. txt rdacontent n rdamedia nc rdacarrier SWB Datenaustausch application/pdf http://bvbr.bib-bvb.de:8991/F?func=service&doc_library=BVB01&local_base=BVB01&doc_number=014678333&sequence=000001&line_number=0001&func_code=DB_RECORDS&service_type=MEDIA Inhaltsverzeichnis |
| spellingShingle | Blackett-Ord, Mark Partnership the modern law of partnership, limited partnership and limited liability partnership |
| title | Partnership the modern law of partnership, limited partnership and limited liability partnership |
| title_auth | Partnership the modern law of partnership, limited partnership and limited liability partnership |
| title_exact_search | Partnership the modern law of partnership, limited partnership and limited liability partnership |
| title_exact_search_txtP | Partnership the modern law of partnership, limited partnership and limited liability partnership |
| title_full | Partnership the modern law of partnership, limited partnership and limited liability partnership Mark Blackett-Ord |
| title_fullStr | Partnership the modern law of partnership, limited partnership and limited liability partnership Mark Blackett-Ord |
| title_full_unstemmed | Partnership the modern law of partnership, limited partnership and limited liability partnership Mark Blackett-Ord |
| title_short | Partnership |
| title_sort | partnership the modern law of partnership limited partnership and limited liability partnership |
| title_sub | the modern law of partnership, limited partnership and limited liability partnership |
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