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35 Cards in this Set
- Front
- Back
- 3rd side (hint)
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Conlon v Simms |
When a partner was held to have acted dishonestly and was struck off, his partners claimed they had entered into partnership with fraudulent misrepresentations. Partners and prospective partners owe a duty to disclose dishonest or fraudulent conduct. |
Misrepresentations |
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Newstead v Frost |
Frost had a company in America and wished to develop here for tax reasons to exploit his business, was held that although this was the case there was still a view of a profit and was a valid partnership. "With a view of a profit" |
View of a profit |
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Adam v Newbigging |
Share in a partnership was sold when the partnership had since become insolvent. rescission was ordered for the misrepresentations even though they weren't fraudulent. |
Misrepresentations |
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Murray v McCosh |
Adam v Newbigging was affirmed in Scots law |
Partnership or no |
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Stewart v Buchanan |
here a clause in the agreement stated Buchanan was not a partner, the way the business was carried out suggested he was in fact a partner. |
Partnership or no |
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Morrison v Service |
Two people in a joint tenancy for an office, sharing joint clerks was held to be enough to constitute a partnership. |
Formation of Partnership |
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Sharpe v Carswell |
When a man owned shares of a boat and was employed, he then died and his widow claimed compensation because of his employee status. Just because he owned shares he was not a partner. |
Employee or partner |
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Cox v Coulson |
Theatre COMPANY manager and theatre manager shared gross returns from productions. When someone was injured the two were held to not be partners. |
Gross profits |
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Clark v Jamieson |
A man was remunerated through gross earnings and this was held to be insufficient evidence of partnership as there was no contribution to running capital and was not liable for losses. |
Gross earnings |
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Cox v Hickman |
Sharing of net profits does not create actual partnership but creates a presumption of partnership. Here where net profits were satisfied but not other grounds there could not be a partnership. |
Net profits |
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Stekel v Ellice |
It was questioned whether a salary agreement of partnership could be valid - salary distinguishes neither absence or presence of partnership. Must be in the facts of the case |
Salaried partner |
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Tower Cabinet Co v Ingram |
Where two home furnishers were in a partnership which was dissolved, when one party made a new contract under the partnership name the other could not be held out to be liable. |
Holding out |
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Mair v Wood |
5 partners on joint adventure and 1 injured by negligence of other. Partnership was not liable to partner on these grounds although could be proceedings one on one. Also for legal entity - the firm is treated as a legal entity in Scots law |
Joint adventure |
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Sadler v Whiteman |
In England there is no separation between the partners and partnership and the firm is an expression. |
England legal identity |
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Mercantile Credit Co v Garrod |
When a garage was in the business of car repairs and not buying and selling, one partner sold a car and this was held to be within usual way of business for a car garage. |
Usual business |
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Bryan v Butters Bros & Co |
Where a partner borrowed £100 from his wife and then a receipt was signed in the firm's name by someone who had implied authority, he then ran away and his wife was able to sue the firm due to this implied authority |
Implied authority |
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Paterson Brothers v Gladstone |
Where one partner was in a contract of copartnery and couldn't sign trade agreements, then proceeded to do so, the firm was not liable for this as it exceeded authority and it was for partner to hold liability. |
Copartnery |
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Sim v Howat |
Presumption in Scots law of old partnership's liabilities being transferred to new partnership after conversion |
Old partnership to new |
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Heddle's Executrix v Marwick and Hourston's Executrix |
Where an old firm was converted to a new, the question was whether there was a transference of old liabilities (what was owed to Heddle's estate after death). There is a presumption of this which was upheld as there were no circumstances showing otherwise |
Old firm to new firm |
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Clements v Norris |
Place where partnership took place ran out in the lease before they had decided on a new one, after one party decided solely and rented other place there was an injunction against this as against agreement. |
Injunction |
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Blisset v Daniel |
A partnership agreement stated that partners with 2/3rds of shares in a partnership could expel another member without former agreement where it is in good faith and not disrespecting the conditions of the partnership that this occurs. |
Partnership terms |
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Carmichael v Evans |
Terms in a contract said any wrongful conduct could lead to 6 days notice of dismissal. Where this occurred and was complained of the judges said because of the conviction of dishonesty the dismissal was upheld via terms of the contract |
Dismissal |
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Law v Law |
Shares bought from brother when company was worth more than disclosed. CoA said contract could be set aside - there is a duty to disclose to partners |
Duty to disclose |
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Ferguson v Mackay |
A partner was retiring and set up fund based on profits. Then found out he was entitled to more as profits were not disclosed and was able to make this up. There was a duty to disclose. |
Duty to disclose |
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Pender v Henderson |
When a partner in a joint venture wanted to retain extra commission for himself rather than the firm, this could not be so as there was a duty not to retain private profits |
Private profits |
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McNiven v Peffers |
A partnership was dissolved with a lease about to expire. One partner renewed the lease by themselves and continued running business under own name. Private profits had to be accounted for to the firm. |
Private profits |
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Pillans Bros and others v Pillans |
Where 3 brothers ran a business. 1 set up new business of same type. Was held that he could not do this without consent of others. Was a duty not to compete and there was a connection here. |
3 brothers |
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Aas v Benham |
A member associated with the partnership used their stationery and threatened to use the same name for a different business, this was interdicted, however no obligation to account as no competition |
Competition |
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Jassal's Executrix v Jassal's Trustees |
Where the deceased was a former partner but had stopped working for the partnership a year before, the court held the partnership ended at the time where he was not involving himself in partnership associations |
Dissolution of partnership |
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Ferguson v Wilson |
Where a contract for partnership was entered into under misrepresentations and essential error, there was grounds for rescission of the contract |
Essential error |
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Hill v Wylie |
2 person partnership and 1 dies, if stipulated that partnership should continue then it falls to executor to take over |
Partner dying |
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W S Gordon & Co v Mrs Mary Thompson Partnership |
Partnership agreements might require a partnership will require as long as two people can run the partnership |
Partner dies |
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Stevenson v AG fur Cartonagen Industrie |
Where a partnership had to dissolve as it would have been illegal to continue when war broke out - one was English and the other German |
English n German |
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Eadie v MacBean's Curator Bonis |
Where one partner (who was fairly inactive) was incapacitated, because of the terms stating his work was to be delegated in this event there was to be no dissolution of the partnership |
Incapacity |
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Pine Energy Consultants Ltd v Talisman Energy (UK) Ltd |
Characteristics of a partnership: Firm name, partnership premises, partnership employees, partnership bank account, accounts and tax returns. If one absent this is not fatal but points against partnership. |
Features of partnership |
