The issues are (i) whether Eason and Faye are partners of FAE Music; (ii) whether they are liable for breach of contract with (a) studio musicians and (b) Andy, for (c) copyright infringement against Andy and (d) destruction of the recording equipment; and (iii) if yes, whether they can share the liabilities with Ringo.
Partnership
Faye, Adele and Eason signed a written agreement providing for each of them to share the business’ profits and defining their respective responsibilities in FAE Music. A music business has been carrying on, they released music and earned profits. It is clear from the facts that they are partners of FAE Music as it is within the scope of partnership as defined section 3(1) of the Partnership Ordinance (“PO”).
Liabilities of Eason and Faye
Contractual
Eason and Faye …show more content…
The copyright infringement is also tortious. Eason and Faye as partners are jointly and severally liable for the loss arising from the wrongful act of Adele if it was in the ordinary course of business of the firm or with the authority of them (sections 12 and 14 of PO).
While the copyright infringement by releasing the song was clearly in the ordinary course of business, it is unclear as to the nature of the party hosted at the studio. Hosting a party and spilling a bottle of vodka is unlikely to be in the ordinary course of business. Whether Eason and Faye are liable depends on whether they have authorised Adele to use the studio to host the party.
Liabilities of Ringo
Referring to the factors in Section 4 of PO, Ringo having received 10% of the business’ annual profit is prima facie an evidence that he is a partner. He also has a final say over which artists the firm decides to record. He did not sign the agreement simply because he was not interested in being involved in the day-to-day management of a business, he liked the idea of starting the
Partnership
Faye, Adele and Eason signed a written agreement providing for each of them to share the business’ profits and defining their respective responsibilities in FAE Music. A music business has been carrying on, they released music and earned profits. It is clear from the facts that they are partners of FAE Music as it is within the scope of partnership as defined section 3(1) of the Partnership Ordinance (“PO”).
Liabilities of Eason and Faye
Contractual
Eason and Faye …show more content…
The copyright infringement is also tortious. Eason and Faye as partners are jointly and severally liable for the loss arising from the wrongful act of Adele if it was in the ordinary course of business of the firm or with the authority of them (sections 12 and 14 of PO).
While the copyright infringement by releasing the song was clearly in the ordinary course of business, it is unclear as to the nature of the party hosted at the studio. Hosting a party and spilling a bottle of vodka is unlikely to be in the ordinary course of business. Whether Eason and Faye are liable depends on whether they have authorised Adele to use the studio to host the party.
Liabilities of Ringo
Referring to the factors in Section 4 of PO, Ringo having received 10% of the business’ annual profit is prima facie an evidence that he is a partner. He also has a final say over which artists the firm decides to record. He did not sign the agreement simply because he was not interested in being involved in the day-to-day management of a business, he liked the idea of starting the