Partnership law
Author(s)
Bibliographic Information
Partnership law
Oxford University Press, 2006
6th ed
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Note
Includes bibliographical references and index
Description and Table of Contents
Description
The new edition of this popular text is an updated, modern account of the law of partnerships in a readily accessible and readable form. A concise study of the law of partnership, this text is suitable for those studying the subject and provides practitioners with a easy to use source of information. The work explains the essential characteristics of the subject, highlighting difficult and developing areas by reference to both established and modern cases and legislation. In addition to UK authorities, of which there are an increasing number at a high level, it also covers recent cases from many parts of the Commonwealth that still use the Partnership Act of 1890. New developments such as the recently introduced limited liability partnership are covered. The author also provides an explanation of the Law Commission's proposals for reforms of partnership law (the first such report for over 100 years). In essence the book explains the essential characteristics of the subject through areas such as formation, regulation and dissolution of partnership and has inciteful commentary that even experienced lawyers find useful.
Table of Contents
- 1. Partnerships and Partnership Law
- What is a Partnership?
- Legal Personality
- Partnership Law
- Essentials of a Partnership
- Partnerships Then and Now
- Partnerships: Variation on a Theme
- Corporate Partners
- The International Dimension - Jurisdiction
- 2. Establishing a Partnership
- Questions and Answers
- Formal Partnerships
- Partnerships by Association
- Association by Financial Involvement
- Partnership Liability by Representation
- Investing in a Partnership
- Limited Partnerships
- Limited Partners' Liability
- Partners and Employees
- Salaried Partners
- Persons Having Status as a Partner
- 3. Legal Control on Partnerships
- Public and Private Controls
- Restrictions on the Freedom to Contract
- Restraint-of-trade Clauses
- Restrictions on Freedom of Association
- Restrictions on Choice of Business Name
- Partnerships and the Public Domain
- 4. Partners and Outsiders
- Potential Problem Areas
- Liability of Partners for Contracts
- Liability for Other Wrongs
- Vicarious Liability for Torts and Crimes
- Liability for Misapplication of Property
- Nature of Liability
- Duration of the Liability
- 5. Partners and Each Other
- Contract and Equity
- Duty of Care to Each Other
- Fiduciary Duties
- Honesty and Full Disclosure
- Conflict of Interest and Duty - Unauthorized Personal Profit
- Conflict of Interest and Duty - Duty not to Compete
- Contract: Implied Terms
- Management and Control
- Financial Affairs
- Change of Partners
- Expulsion Clauses
- Assignment of the Partnership Share
- Charging Orders Against Partners
- 6. Partnership Property
- Problems and Possibilities
- What is Partnership Property?
- Nature and Consequences of a Partner's Interest
- Identifying Partnership Property
- Business Premises: Leases and Licences
- Goodwill: A Note
- 7. Dissolution and Winding Up
- Dissolution
- Contractual Grounds for Dissolution
- Illegality
- Dissolution by the Court
- Frustration of the Partnership Agreement
- Rescission of the Partnership Agreement
- Repudiation of the Partnership Agreement
- General Dissolutions - Winding Up
- Winding Up by the Existing Partners
- Partnership Receivers
- Return of Premiums
- Application of Assets
- Technical Dissolution
- Liability of a Farmer Partner
- Valuation of a Partner's Share in the Assets
- Partner's Share in Profits etc after Dissolution
- Transfer of Outgoing Partner's Share
- Distribution of Assets - Solvent Partnerships
- 8. Partnerships and Insolvency
- Possibilities and Problems
- Winding up of an Insolvent Partnership Only
- Winding up of an Insolvent Partnershipand Concurrent Bankruptcy of the Partners
- Joint Bankruptcy Petitions
- Partnerships Voluntary Arrangements
- Partnership Administration Orders
- 9. Limited Liability Partnerships
- Development and Nature of the Limited Liability Partnership
- LLP Law
- A Body Corporate with Limited Liability
- LLPs as Members of a Group
- LLPs and the Wider Law
- Overseas LLPs
- Formation of an LLP
- Members and Designed Members of an LLP
- Financial and Other Controls
- Liability for Contracts, Torts and Other Wrongs
- Duties of Members to the LLP and to Each Other
- Cessation of Membership
- Minority Protection
- Minority Protection
- Loan capital
- Winding Up and Insolvency
- Arrangements and Reconstructions
- Disqualification of LLP Members as Company Directos
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