PA 1890Partnership Act 1890
45 provisions
- PA 1890 s. 1 Business in common with a view of profit Partnership is the relation subsisting between persons carrying on a business in common with a view of profit. Companies Act 2006 members are excluded.
- PA 1890 s. 2 Sharing profits does not make a partner Under PA 1890 s. 2, joint ownership and sharing gross returns do not create a partnership. Profit sharing is evidence, but employee pay or loans do not.
- PA 1890 s. 3 Deferred rights of profit-sharing lenders Under PA 1890 s. 3, profit-sharing lenders and goodwill sellers cannot claim in insolvency until other money creditors are paid 100p in the pound.
- PA 1890 s. 4 Definition of firm and firm-name PA 1890 s. 4 defines "firm" and "firm-name" for partners, specifying that in Scotland a firm is a legal person distinct from its members.
- PA 1890 s. 5 One partner's acts bind the firm A partner's usual business acts bind the firm under PA 1890 s. 5 unless they lack authority and the other party knows it or does not know they are a partner.
- PA 1890 s. 6 Partners bound by acts on behalf of firm An authorised person's act in the firm's name or with intent to bind binds the firm and all partners (PA 1890 s. 6). Excludes deeds and negotiable instruments.
- PA 1890 s. 7 Partner using credit for private purposes If a partner uses the firm's credit for a purpose outside ordinary business, the firm is not bound unless authorised. The partner remains personally liable.
- PA 1890 s. 9 Partners Are Jointly Liable for Firm Debts Every partner is jointly liable for all firm debts incurred while a partner. After death, their estate is severally liable for unsatisfied obligations.
- PA 1890 s. 10 Partner's wrongful acts: firm liability A partnership is liable for loss or injury caused by a partner's wrongful act or omission done in the ordinary course of business or with authority.
- PA 1890 s. 11 Misapplication of money or property Firm liable when a partner misapplies money or property received within apparent authority, or when firm receives and partner misapplies it while in custody.
- PA 1890 s. 12 Joint and several liability of partners Every partner is jointly and severally liable for the firm's wrongs under PA 1890 ss.10 and 11. A claimant can sue any partner for the full amount.
- PA 1890 s. 13 Liability for partner breach of trust Co-partners are not liable when a trustee partner misapplies trust property in the firm, unless they had notice or the firm still holds the funds.
- PA 1890 s. 14 Liability for holding out as partner Holding out as partner: liability for credit given on faith of representation. Continued use of deceased partner's name alone does not make estate liable.
- PA 1890 s. 15 Admissions and representations as evidence A partner's admission or representation about partnership business made in ordinary course is evidence against the firm. PA 1890 s. 15.
- PA 1890 s. 16 Notice to acting partner is notice to firm Notice to a partner who habitually acts in the business is notice to the firm, unless the partner is committing fraud on the firm or consents to it.
- PA 1890 s. 17 Liabilities of new and retiring partners Incoming partners are not liable for debts incurred before joining. Retiring partners remain liable for past debts unless discharged by agreement.
- PA 1890 s. 19 Variation by consent of partnership terms Partners may vary mutual rights and duties by unanimous consent, express or implied from conduct. Applies whether terms from agreement or Partnership Act 1890.
- PA 1890 s. 20 What constitutes partnership property Defines partnership property; must be held for partnership; legal estate in land in trust; co-owners buying land with profits remain co-owners unless agreed.
- PA 1890 s. 21 Property bought with firm money Unless a contrary intention appears, property bought with firm money is deemed bought on account of the firm - PA 1890 s. 21
- PA 1890 s. 22 Partnership land treated as personal estate PA 1890 s. 22: Partnership land is treated as personal or moveable estate between partners and their representatives, unless contrary intention appears.
- PA 1890 s. 23 Charging partner interest for personal debt Creditors cannot seize partnership assets for an individual partner's personal debt. PA 1890 s. 23 allows a charging order over their profit share.
- PA 1890 s. 24 Equal profits split, no salary rules PA 1890 s. 24 default rules: profits split equally, no salary, five per cent. per annum on advances, access to books, and majority vote on ordinary matters.
- PA 1890 s. 25 Expulsion requires express agreement No majority of partners can expel a partner unless the partnership agreement expressly confers that power – PA 1890 s. 25.
- PA 1890 s. 26 Any partner may end partnership at will PA 1890 s. 26: If no fixed term, any partner may end the partnership at any time by giving notice to all others. Deed requires written notice signed by partner.
- PA 1890 s. 27 Continuing fixed-term partnership terms When a fixed-term partnership continues past its expiry without a new agreement, old terms apply so far as consistent with a partnership at will.
- PA 1890 s. 28 Section 28 Partnership Act 1890: a partner's right to true accounts and full information Section 28 PA 1890: partners must render true accounts and full information of all things affecting the partnership to any partner or their legal representatives.
- PA 1890 s. 29 Partners' private profits accountability Account for private profits from partnership dealings or use of firm's name/property without consent. Applies after dissolution by death until winding up.
- PA 1890 s. 30 Competing Partner Must Pay Profits to Firm Under PA 1890 s. 30, a partner running a competing business without consent of other partners must account for and pay over all profits made to the firm.
- PA 1890 s. 31 Rights of assignee of share in partnership Assignee of a partner's share: only gets share of profits as agreed, cannot manage or demand accounts, on dissolution gets share of assets and an account.
- PA 1890 s. 32 Partnership Dissolves by Notice or Expiry A partnership dissolves on expiry of a term, completion of a venture, or by notice. Dissolution takes effect on the date stated or when notice is communicated.
- PA 1890 s. 33 Dissolution by bankruptcy, death, or charge - s.33 PA 1890 Automatic dissolution of partnership on death or bankruptcy of any partner; optional dissolution if share charged for separate debt – PA 1890 s.33
- PA 1890 s. 34 Dissolution by illegality of partnership PA 1890 s. 34: A partnership is dissolved when any event makes it unlawful to carry on the firm's business or for the partners to continue in partnership.
- PA 1890 s. 35 Court may dissolve partnership Court may dissolve partnership under PA 1890 s. 35 for: partner's incapacity, prejudicial conduct, breach, trading at a loss, or just and equitable.
- PA 1890 s. 36 Partner liability after leaving firm Former partners stay liable to old clients until notified. Gazette ads inform new clients. Bankrupt, deceased, and unknown retired partners are exempt.
- PA 1890 s. 37 Notify dissolution; compel partner to concur PA 1890 s. 37 allows any partner to give public notice of dissolution or retirement and compel other partners to cooperate in signing or other necessary acts.
- PA 1890 s. 38 Post-dissolution partner authority After dissolution, partners' authority continues only for winding up and completing unfinished transactions. Bankrupt partners' acts do not bind. PA 1890 s. 38
- PA 1890 s. 39 Rights to partnership property on dissolution PA 1890 s.39 On dissolution, partners can require partnership property be applied first to pay firm debts, then to settle accounts between partners. Court can wind up.
- PA 1890 s. 40 Repayment of partnership premium If a fixed-term partnership dissolves early, the court may order repayment of an entry premium, unless caused by the payer's misconduct or barred by agreement.
- PA 1890 s. 41 Rights on rescission for fraud/misrep PA 1890 s.41 On rescission for fraud/misrepresentation, the innocent partner gets a lien on surplus assets, subrogation to creditors, and indemnity.
- PA 1890 s. 42 Right to profits after dissolution Outgoing partner may choose either share of profits from use of his share, or 5% interest on that share, after dissolution without settlement. PA 1890 s. 42.
- PA 1890 s. 43 Retiring or deceased partner's share is debt PA 1890 s.43 PA 1890 s.43: Amount due for outgoing/deceased partner's share becomes a debt accruing at dissolution or death, unless agreed otherwise.
- PA 1890 s. 44 Creditors, advances, capital: order under On dissolution: losses from profits, then capital, then partners. Assets: 1. creditors, 2. advances, 3. capital, 4. residue split by profit shares.
- PA 1890 s. 45 Definitions of 'court' and 'business' PA 1890 s.45 PA 1890 s.45 defines 'court' as any court or judge with jurisdiction, and 'business' as any trade, occupation, or profession.
- PA 1890 s. 46 Saving for rules of equity and common law (PA 1890 s.46) The rules of equity and common law for partnerships remain in force unless they are inconsistent with the Partnership Act 1890.
- PA 1890 s. 47 Scottish bankruptcy definition Bankruptcy of firm/individual in Scotland = sequestration; also decree of cessio bonorum for individuals. Scottish rules unchanged.