DISSOLUTION OF PARTNERSHIP

1. DISSOLUTION – Sec 34

1.1. Sec 34(1)(a) A partnership entered for a fixed period, is dissolve by the expiration of that period.

1.2. Sec 34(1)(b) A partnership entered for a single adventure, is dissolve by the termination of that adventure.

1.3. Sec 34(1)(c) A partnership with undefined time, is dissolved by notice.

2. Partnership at will

2.1. When the partnership agreement does not have any provision relating to dissolution

2.2. Abbot v Abbot

2.3. J.W.W Lewis & Ors v W.E Balasingam

2.4. Moss v Elphick

3. Retirement from partnership at will

3.1. Sec 28(1) – no fixed term for the duration of partnership - a partner may determine by notice

3.2. Sec 28(2) –where there is written agreement, then the notice should be in writing and signed

3.3. Sec 29(1) – Upon expiration of the fixed term and the partners decided to continue without any new terms, the agreement shall still be valid as long as the terms are consistent with a pp at will.

3.4. Sec 29(2) – There is continuance of a fixed term partnership if partners continue business without any settlement or liquidation of the partnership affairs.

4. Dissolution – Sec 35(1)

4.1. Death and bankruptcy are grounds for dissolution of a partnership, unless otherwise provided by the agreement.

4.1.1. Lee Choo Yam Holdings Sdn Bhd

4.2. Date of the dissolution will be the date of the commencement of the bankruptcy.

5. Dissolution due to illegality – Sec 36

5.1. dissolved upon the happening of an event which makes it unlawful to carry on the business

5.2. Hudgell Yeates & Co v Watson

5.3. Any clause in the partnership agreement which states that the partnership is to continue in the event of illegality was ineffective.

6. Dissolution by order of arbitrator

6.1. dissolved by an order of an arbitrator if there is such provision in the partnership agreement.

7. DISSOLUTION BY AGREEMENT

7.1. Clifford v Timms

7.1.1. ‘if either p’ner …guilty of professional misconduct the other party…give notice to dissolve…’. the reposdne tgave a valid notice

8. METHODS OF DISSOLUTION

8.1. Dissolution can be in any manner and for any reason as stated in the partnership agreement.

8.1.1. In the absence of any agreement reference should be made to the Act.

9. Notice to Dissolve

9.1. Communicated to all partners

9.2. Effective date – once communicated (not date of filing)

9.2.1. Notice once given cannot be withdrawn, unless there is consent from all partners.

10. Dissolution due to involuntary assignments– Sec 35(2)

10.1. when a partner’s share in the partnership property has been charged by a court order for his separate debts

11. Dissolution by court - Sec 37

11.1. Upon application by a partner, the court may dissolve the partnership on any of the following grounds.

11.1.1. Insanity

11.1.2. Permanently incapable

11.1.3. Serious prejudicial conduct

11.1.4. Wilful and persistent breach

11.1.5. Business was at a loss

11.1.6. Just and equitable