An Outline of the Law of Partnership 4th Edition

An Outline of the Law of Partnership 4th Edition

By Stephen Graw

Book

$90.00 RRP

Date: 20/08/2011

Code: 9780455228617

Thomson Reuters, AUSTRALIA

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Description

An Outline of the Law of Partnership explains and illustrates the major legal principles governing the formation, operation and termination of partnerships and the way they apply in practice.

This 4th edition incorporates updates to all statutory references and to all major new cases, expands on existing explanations and, where relevant, includes additional case examples to illustrate how those principles apply in practice.

Major new legislative amendments considered in this edition include:

  • A revised Part 3 added to Limited Partnerships Act 1908 (Tas), modelled on equivalent provisions in Partnership Act 1892 (NSW), and the inclusion of provisions allowing for the establishment of incorporated limited partnerships in Tasmania;
  • Amendments to Partnership Act 1895 (WA), including renumbering of provisions;
  • The introduction of a new Equal Opportunity Act 2010 (Vic); and
  • The repeal in New Zealand of provisions relating to ‘special partnerships’ and introduction of a new Limited Partnerships Act 2008 (NZ) to provided for ‘limited partnerships’ equivalent to Australia’s incorporated limited partnerships.

New cases covered in this edition include:

  • Friend v Brooker – the consequences of the parties making a commercial decision to operate as partners;
  • Spriggs v FCT – further definition of what can constitute a business;
  • Seiwa Australia Pty Ltd v Beard – liability of partners for actions of another partner that are not ‘in the usual way’;
  • Farah Constructions Pty Ltd v Say-Dee Pty Ltd – the effect of disclosure on what would otherwise be a breach of fiduciary duty;
  • Cavasinni v Cavasinni – costs of dissolution and interest paid on capital contributions;
  • Walker v Melham – the rights of departing partners to choose between a share of profits or interest on their share of partnership assets where there is a delay in them being paid out;
  • Wright Prospecting Pty Ltd v Hancock Prospecting Pty Ltd (No 9) – the relationship between partners’ contractual and fiduciary obligations;
  • Tim Barr Pty Ltd v Narui Gold Coast Pty Ltd – onus of proof in actions for an account; and
  • Maclag (No 11) Pty Ltd v Chantay Too Pty Ltd – considerations to be taken into account on an expulsion.

Primarily aimed at students studying partnership as part of a company law subject, An Outline to the Law of Partnership, 4th Edition provides a broad, readable outline of the subject.

Editorial Reviews

From: Law Institute Journal, April 2012
Reviewed by Mark Worsnop, Kahns Lawyers


Partnership is a business structure with which most lawyers are familiar and within which many lawyers exist. It grew up through common law and equitable rules as a means of sharing profits between persons operating a business. Partnership remains an area of law with mercifully brief Acts which do not purport to codify the area of law, and indeed specify that the rules of common law and equity continue to apply where they are not inconsistent with the Act (for example, s4 in Victoria).

This is the 4th edition of what has become one of the staple texts on the law of partnership since it was first published in the mid-1990s. In the preface, the author states that the book has been written principally for students studying partnership law. However, this description undersells its value to legal practitioners. What makes it readily accessible to students learning about partnerships continues to make it useful to practitioners seeking a ready overview of a particular area of partnership law.

The text starts by defining what is a partnership, by reference to both the legislative definitions and the detailed common law on the subject. The common law defines by exclusion as much as inclusion, in determining whether a partnership exists in a particular factual scenario. There is a useful section setting out the five major exceptions to the “sharing of profits rule” which is one of the usual characteristics of a partnership.

The next few chapters deal with defining the partners – who can form a partnership and the extent to which partners can represent and bind the remaining partners. It then examines the relationship between partners and generally reviews the treatment at law of property belonging to a partnership.

There is a lengthy chapter on the application of statute to what is otherwise a creature of common law creation, before several chapters dealing with the issues surrounding the ending of a partnership – termination, dissolution, winding-up and departure of partners. Technically, each time a partner leaves a partnership is reconstituted, even though the business it operates continues. There are final chapters dealing with limited partnerships and incorporated limited partnerships.

This succinct book is not only a valuable resource for students, but serves a purpose as a ready introductory reference with sufficient detail to be highly useful to the more seasoned legal mind.

 

Table of Contents

1. The Nature of Partnerships
2. Determining whether a Partnership Exists
3. Forming a Partnership
4. Partners and those who Deal with the Firm
5. The Partnership Relationship and Partnership Property
6. The Partners’ Statutory Rights and Duties
7. Terminating a Partnership
8. Dissolution and Winding Up
9. The Effect of Dissolution
10. Limited Partnerships
11. Incorporated Limited Partnerships

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