Joanne's Part

Joanne's Part

Published on 29 March 2021
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Transcript
00:01
EXCEPTIONS
00:04
✔ SEC. 4(c)(i) Payment of debt by installment -Example --> ABC Enterprise borrow money from Plubik Bank, after that he return to the bank from his profit, but the bank wont be considered as partner -Badely v Consolidated Bank
00:06
✔ SEC. 4(c)(ii) Payment of remuneration to agent / servant -Example --> Agent who have a share of a firm's project that take port in the project, but he not liable as partners. Chua Ka Seng v Boonchai Sompolpong
00:12
✔ SEC. 4(c)(iii) Payment of Annuity to the widow / children -Example --> Ali may provide their widow / children in their partnership agreement that they r to receive annuity out of the profits of the business after his death, however, B's widow / children were X considered as partners. IRC v Lebus's Trustee
00:16
✔SEC. 4(c)(iv) Payment of loan / interest out of loan -A person loaned to a firm in condition of signed a writing contract, then he receive a rate of interest varying with the profits, but he will not liable as partners of the firm. Re Young ex parte Jones
00:24
✔SEC.4 (c)(v) Sale of goodwill -Example --> KFC U.S. and KFC Malaysia were not partners, it just have sale and buy of the goodwill between two of them. Pratt v Strick
00:40
Relationship of Partners and 3rd Parties
00:43
SEC.7 - All acts done by a partner was bind another
00:46
However, to bind one and another, there are some 'terms & conditions'
00:52
i. It must with the purpose of the business of the partnership -Chan Kin Yue v Lee& Wong Husband borrowed from wife with firm's name to pay firm's debt, when wife want to recover it, others partner refused, court then held pf✔ in equity to recover the loan amount.
00:56
ii. Firm's ordinary course of business -Merchantile Credit v Garrot 2 ppl leased out garages, they r prohibited from selling motor vehicles, but 1 of them sold and done before this. Court held from pf's point of view the sale was within the usual course of business
01:04
iii. Done by the partner who as a partner -Re Briggs & Co Ex parte Wright The son did the decision of borrowed without consent from other partner (the father), but the is for the purpose of partnership Court held due to the reason of usage of the name of the partnership, all partners was liable or entitled to pay it.
01:06
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01:07
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01:10
How about the Liability of Partners ??
01:18
a. Contractual Liability (SEC.11) -once entered into an agreement, the debt / risk a party was takes on / assumes -✔jointly liable
01:19
Joint liability (living partner) =if a pf chooses to take legal action against 1 of the partners only to recover the debt, he then lose the right to take it against the others partner
01:19
Several liability (deceased partner) - when a partner dies, he still be liable for the debts that arose while he was a partner. Whatever is available from the remainder of his estate, will be used to pay whatever is still unpaid
01:22
*Effect of this provision = all partners in a firm are jointly liable for all debts which incurred while each is a partner.
01:26
b. Tortious liability (SEC.12) -may be liable for torts such as negligence, nuisance, defamation etc ✔jointly liable *must be noted that to make others partners liable under SEC.12, the tortious act must be committed by a partner either: i. in the ordinary course of the business of the firm, OR ii. done with the consent / authority of his co-partners
01:28
c. Criminal liability - although partners are jointly liable in civil cases under SEC.12, BUT the general opinion is that they are NOT jointly liable in criminal cases. X jointly liable = personal liability for the partner who commit the crime
01:40
d. Liability of persons holding out (SEC.16) --> Holding out = when a
01:41
Partner
01:41
BUT, tell 3rd party either by words / conduct, due to the representation, he would be liable as if he was a PARTNER❗❗
01:43
*3 conditions MUST be fulfilled: i. There must be a representation made (by himself / other person) that he is a partner ii. The third party believes the representation is true and acted upon it iii. As a consequence credit is given to that firm
01:48
Lets take a break , and...
01:53
Continue to learn..^^💪