PARTNERSHIP ORDINANCE

PARTNERSHIP ORDINANCE

LAWS OF HONG KONG

COPYRIGHT ORDINANCE

CHAPTER 39





CHAPTER 39

COPYRIGHT

Tomodify the Copyright Act 1956 as amended by the Design
Copyright Act 1968, in its application to Hong Kong and to
make further provision with respect to copyright law in Hong
Kong.

[2 March 1973.1

1. This Ordinance may be cited as the Copyright Ordinance.

2. (1) In this Ordinance, unless the context otherwise requires

'Act' means the Copyright Act 1956 as amended by the Design
Copyright Act 1968;

-authorized officer' means any public officer authorized in writing by
the Commissioner to exercise any of the powers and perform any
of the duties conferred or imposed on an authorized officer under
this Ordinance, (Amended, L.N. 294/82)

'Commissioner' means the Commissioner of Customs and Excise
and any Deputy or Assistant Commissioner of Customs and
Excise; (Replaced, L.N. 294 /82)

'plate' has the meaning assigned by the Act and also includes any
machine, device or equipment.

(2) Subject to the provisions of this Ordinance, any word or
expression used herein to which a meaning is assigned by the Act shall
have in or for the purpose of this Ordinance the meaning that it has in or
for the purposes of the Act.

3. The Act as extended to Hong Kong shall apply in Hong Kong to
every television broadcast and every sound broadcast made by any
organization specified in the Schedule from a place in Hong Kong as it
applies to every television broadcast and every sound broadcast made
by the British Broadcasting Corporation or the Independent Television
Authority from a place in the United Kingdom.

4. (1) Where a television broadcast or sound broadcast is made by
any organization specified in the Schedule from a place in Hong Kong,
and the broadcast is an authorized broadcast, any person who, by the
reception of the broadcast, causes a programme to be transmitted to
subscribers to a diffusion service, being a programme comprising a
literary, dramatic or musical work, or an adaptation of such a work, or an
artistic work, or a cinematograph film, shall be in the like position, in any
proceedings for infringement of the copyright (if any) in the work or
film, as if he had been the holder of a licence granted by the owner of
that copyright to include





the work, adaptation or film in any programme caused to be transmitted
by him to subscribers to that service by the reception of the broadcast.
(Amended, 38 of 1974, s. 2)

(2) If, in the circumstances mentioned in subsection (1), the person
causing the programme to be transmitted, infringed the copyright in
question, by reason that the broadcast was not an authorized broadcast

(a)no proceedings shall be brought against that person under the
Act or this Ordinance in respect of his infringement of that
copyright; but

(b)it shall be taken into account in assessing damages in any
proceedings against the organization specified in the Schedule
making the television broadcast or sound broadcast in respect
of that copyright, in so far as that copyright was infringed by
such organization in making the broadcast. (Added, 38 of 1974,
s. 2)

(3) For the purposes of this section, a broadcast shall be taken, in
relation to a work or cinematograph film, to be an authorized broadcast
if, but only if, it is made by, or with the licence of, the owner of the
copyright in the work or film.

5. (1) Without prejudice to section 21 of the Act. any person who
for the purposes of trade or business has in his possession any
infringing copy of a work or other subject matter in which copyright
subsists under the Act or this Ordinance shall, unless he proves to the
satisfaction of the court that he did not know and that he had no reason
to believe that it was an infringing copy of any such work or other
subject matter, be guilty of an offence and shall be liable on conviction
to a fine of $1,000 in respect of each such infringing copy and to
imprisonment for 12 months.

(2) Without prejudice to section 21 of the Act. any person who for
the purposes of trade or business has in his possession any plate used
or intended to be used for making an infringing copy of any work or
other subject matter in which copyright subsists under the Act or this
Ordinance shall, unless he proves to the satisfaction of the court that he
did not know and that he had no reason to believe that the plate was
used or intended to be used for making an infringing copy of any such
work or other subject matter, be guilty of an offence and shall be liable
on conviction to a fine of 550,000 and to imprisonment for 2 years.

(3) Where a person is charged with an offence under subsection (1)
or (2) the court may, if it is satisfied that any article seized by an
authorized offcer under section 6 in connexion with the offence C'

(a)is an infringing copy of a work or other subject matter in
which copyright subsists under the Act or this Ordinance;

(b)is a plate which has been used, or is intended to be used, for
making infringing copies of any such work or other subject
matter; or





(c)has been used in connexion with any offence under the Act
or this Ordinance,

order that the article be-
(i) destroyed;
(ii) delivered up to the person who appears to the court to be
the owner of the copyright in question; or
(iii) disposed of in such other way as the court may think fit,

whether or not the person charged is convicted of the offence with
which he was charged.

(4) Where any article is seized by an authorized officer under
section 6 in connexion with a suspected offence under the Act or this
Ordinance a court, on the application of the Attorney General or the
Commissioner, may, if it is satisfied that the article- (Amended,
L.N. 294182)

(a)is an infringing copy of a work or other subject matter in
which copyright subsists under the Act or this Ordinance;

(b)is a plate which has been used, or is intended to be used. for
making infringing copies of any such work or other subject
matter; or
(c)has been used in connexion with any offence under the Act
or this Ordinance,

order that the article be-
(i) destroyed;
(ii) delivered up to the person who appears to the court to be
the owner of the copyright in question; or
(iii) disposed of in such other way as the court may think fit.
(Replaced, 66 of 1975, s. 2)

6. (1) Any authorized officer may-

(a) (i) subject to section 7, enter and search any premises or
place;
(ii) stop, board and search any vessel (other than a ship
of war) or any aircraft (other than a military aircraft); or
(iii) stop and search any vehicle,

in which he reasonably suspects that there is an infringing
copy of a work or other subject matter in which copyright
subsists under the Act or this Ordinance or a plate used or
intended to be used for making infringing copies of any
such work or other subject matter; and

(b) seize, remove or detain-
(i) any article which appears to him to be an infringing
copy of a work or other subject matter in which copyright
subsists under the Act or this Ordinance or any plate which
appears to him to be intended for use for making infringing
copies of any such work or other subject matter; and





(ii) anything which appears to him to be or to contain, or to
be likely to be or to contain, evidence of an offence under the
Act or this Ordinance.

(2) Any authorized officer may-

(a)break open any outer or inner door of any place which he is
empowered or authorized by this Ordinance to enter and
search;

(b)forcibly board any vessel, aircraft or vehicle which he is
empowered by this Ordinance to stop, board and search;

(c)remove by force any person or thing obstructing him in the
exercise of any power conferred on him by this Ordinance;

(d)detain any person found in any place which he is empowered
or authorized by this Ordinance to search until such place has
been searched;

(e)detain any vessel or aircraft which he is empowered by this
Ordinance to stop, board and search, and prevent any person
from approaching or boarding such vessel or aircraft until it
has been searched;

detain any vehicle which he is empowered by this Ordinance
to stop and search until it has been searched.

(Amended, 38 of 1974, s. 4)

7. (1) No domestic premises shall be entered and searched by an
authorized officer unless

(a) a magistrate has issued a warrant under subsection (2), or

(b)the Commissioner has given an authorization under subsection
(3). (Amended, L.N. 294182)

(2) A magistrate may, if he is satisfied by information on oath that
there is reasonable ground for suspecting that there is in any domestic
premises any article which may be seized, removed or detained under
section 6(1)(b), issue a warrant authorizing an authorized officer to enter
and search the premises.

(3) The Commissioner may, if he is satisfied that there is reasonable
ground for suspecting- (Amended, L.N. 294182)

(a)that there is in any domestic premises any article which may be
seized, removed or detained under section 6(1)(b); and

(b)that unless the premises are entered and searched immediately
such thing is likely to be removed from the premises,

authorize in writing an authorized officer to enter and search the
premises.





(4) An authorized officer authorized under subsection (2) or
(3) to enter and search any domestic premises may call upon any
authorized officer to assist him in entering and searching the
premises.
(Amended, 38 of 1974, s. 5)

8. (1) Without prejudice to any other Ordinance, any person
who-

(a)wilfully obstructs an authorized officer in the exercise of his
powers or the performance of his duties under the Act or
this Ordinance;

(b)wilfully fails to comply with any requirement properly
made to him by any such authorized officer; or

(e)without reasonable excuse, fails to give such authorized
officer any other assistance which he may reasonably
require to be given for the purpose of exercising his powers
or performing his duties under the Act or this Ordinance,

shall be guilty of an offence and shall be liable on conviction to a fine
of $5,000 and to imprisonment for 3 months.

(2) Any person who, when required to give information to an
authorized officer in the exercise of his powers or the performance of
his duties under the Act or this Ordinance, knowingly gives false or
misleading information to any such authorized officer shall be guilty
of an offence and shall be liable on conviction to a fine of $5,000 and
to imprisonment for 3 months.

(3) Nothing in this section shall be construed as requiring any
person to give any information which may incriminate him.
(Amended, 38 of 1974, s. 6)

9. (1) An affidavit which-

(a)purports to have been made by or on behalf of the owner
of a work or other subject matter in which copyright
subsists under the Act; and

(b) states that-
(i) at a time specified therein copyright subsisted in the
work or other subject matter;
(ii) the person named therein is the owner of the
copyright in the work or other subject matter; and
(iii) a copy of the work or other subject matter ex-
hibited to the affidavit is a true copy of the work or other
subject matter,

shall, if it complies with subsection (3), be admitted without further
proof in any proceedings under the Act or this Ordinance.

(2) The court before whom an affidavit is produced under
subsection (1) shall presume, until the contrary is proved-





(a) that the statements made therein are true; and

(b)that it was made and authenticated in accordance with
subsection (3).

(3) An affidavit for the purposes of this section shall be-

(a) made on oath-

(i) before a magistrate or a notary public if it is made at any
place within the Commonwealth; or

(ii) before a consular officer of Her Majesty's Government in
the United Kingdom or a notary public if it is made at any
place outside the Commonwealth; and

(b) authenticated, so far as relates to the making thereof, by
the signature of the magistrate, notary public or consular
officer before whom it is made.

10. No prosecution for an offence under the Act or this Ordinance
shall be commenced after the expiration of 3 years after the commission
of the offence or 1 year after the discovery thereof, whichever date last
occurs.

11. The Governor may, by notice in the Gazette, amend the
Schedule.

SCHEDULE Is. 3.1

BROADCASTING
ORGANIZATIONS

1. Radio Television Hong Kong.
2. Hong Kong Commercial Broadcasting Company Limited.
3. Television Broadcasts Limited.
4. Asia Television Limited.

(Amended, L.N. 231180 and L.N. 31183)





this agreement may be either express or inferred as a fact from the
course of dealing between the creditors and the firm as newly
constituted.

20. A continuing guarantee given either to a firm or to a third
person in respect of the transactions of a firm is, in the absence of
agreement to the contrary, revoked as to future transactions by any
change in the constitution of the firm to which, or of the firm in respect
of the transactions of which, the guarantee was given.

RELATIONS OF PARTNERS TO ONE
ANOTHER.

21. The mutual rights and duties of partners, whether ascertained
by agreement or defined by this Ordinance, may be varied by the
consent of all the partners, and such consent may be either express or
inferred from a course of dealing.

22. (1) All property and rights and interests in property originally
brought into the partnership stock or acquired, whether by purchase or
otherwise, on account of the firm, or for the purposes and in the course
of the partnership business, are called in this Ordinance partnership
property. and must be held and applied by the partners exclusively for
the purposes of the partnership and in accordance with the partnership
agreement:

Provided that the legal estate or interest in any land which belongs
to the partnership shall devolve according to the nature and tenure
thereof and the general rules of law applicable thereto, but in trust, so
far as necessary. for the persons beneficially interested in the land
under this section.

(2) Where co-owners of an estate or interest in any land, not being
itself partnership property, are partners as to profits made by the use of
that land, and purchase other land out of the profits to be used in like
manner, the land so purchased belongs to them, in the absence of any
agreement to the contrary. not as partners, but as co-owners for the
same respective estates and interests as are held by them in the land
first mentioned at the date of the purchase.

23. Unless the contrary intention appears, property bought with
money belonging to the firm is deemed to have been bought on account
of the firm.

24. Where land or any interest therein has become partnership
property, it shall, unless the contrary intention appears, be treated, as
between the partners (including the representatives of a deceased
partner), and also as between the heirs of a deceased partner and his
executors or administrators, as personal and not real estate.





25. (1) A writ of execution shall not issue against any part-
nership property except on a judgment against the firm. (Amended,
50 of 1911, s. 4)

(2) The court or a judge may, on the application by sum-
mons of any judgment creditor of a partner, make an order
charging that partner's interest in the partnership property and
profits with payment of the amount of the judgment debt and
interest thereon, and may, by the same or a subsequent order,
appoint a receiver of that partner's share of profits (whether
already declared or accruing), and of any other money which may
be coming to him in respect of the partnership, and direct all
accounts and inquiries, and give all other orders and directions,
which might have been directed or given if the charge had been
made in favour of the judgment creditor by the partner, or which
the circumstances of the case may require. (Amended, 50 of
1911, and 1 of 1912, Schedule)

(3) The other partner or partners shall be at liberty at any
time to redeem the interest charged, or, in case of a sale being
directed, to purchase the same.

(4) This section shall apply in the case of a cost-book com-
pany as if the company were a partnership within the meaning of
this Ordinance.

26. The interests of partners in the partnership property, and
their rights and duties in relation to the partnership, shall be
determined, subject to any agreement, express or implied, between
the partners. by the following rules-
(a)all the partners are entitled to share equally in the capital
and profits of the business, and must contribute equally
towards the losses, whether of capital or otherwise,
sustained by the firm.,
(b)the firm must indemnify every partner in respect of pay-
ments made and personal liabilities incurred by him-
(i) in the ordinary and proper conduct of the business
of the firm; or
(H) in or about anything necessarily done for the pre-
servation of the business or property of the firm,
(c)a partner making, for the purposes of the partnership,
any actual payment or advance beyond the amount of
capital which he has agreed to subscribe, is entitled to
interest at the rate of eight per cent per annum from the
date of the payment or advance;
(d)a partner is not entitled, before the ascertainment of
profits, to interest on the capital subscribed by him;
(e)every partner may take part in the management of the
partnership business;
(f)no partner shall be entitled to remuneration for acting in
the partnership business;
(g)no person may be introduced as a partner without the
consent of all existing partners;





(h)any difference arising as to ordinary matters connected
with the partnership business may be decided by a
majority of the partners, but no change may be made in
the nature of the partnership business without the consent
of all existing partners; and
(i)the partnership books are to be kept at the place of
business of the partnership (or the principal place, if
there are more places than one), and every partner may,
when he thinks fit, have access to and inspect and copy
any of them.

27. No majority of the partners can expel any partner, unless
a power to do so has been conferred by express agreement between
the partners.

28. (1) Where no fixed term has been agreed upon for the
duration of the partnership, any partner may determine the part-
nership at any time on giving notice of his intention to do so to
all the other partners.
(2) Where the partnership has originally been constituted by
deed, a notice in writing, signed by the partner giving it, shall be
sufficient for this purpose.

29. (1) Where a partnership entered into for a fixed term is
continued after the term has expired, and without any express new
agreement, the rights and duties of the partners remain the same
as they were at the expiration of the term, so far as consistent
with the incidents of a partnership at will.
(2) A continuance of the business by the partners or such of
them as habitually acted therein during the term, without any
settlement or liquidation of the partnership affairs, is presumed
to be a continuance of the partnership.

30. Partners are bound to render true accounts and full
information of all things affecting the partnership to any partner
or his legal representatives.

31. (1) Every partner must account to the firm for any
benefit derived by him, without the consent of the other partners,
from any transaction concerning the partnership or from any use
by him of the partnership property, name, or business connexion.
(2) This section applies also to transactions undertaken after
a partnership has been dissolved by the death of a partner, and
before the affairs thereof have been completely wound up, either
by any surviving partner or by the representatives of the deceased
partner.

32. If a partner, without the consent of the other partners,
carries on any business of the same nature as and competing with
that of the firm, he must account for and pay over to the firm all
profits made by him in that business.





33. (1) An assignment by any partner of his share in the
partnership, either absolute or by way of mortgage or redeemable
charge, does not, as against the other partners, entitle the assignee,
during the continuance of the partnership, to interfere in the
management or administration of the partnership business or
affairs, or to require any accounts of the partnership transactions,
or to inspect the partnership books, but entitles the assignee only
to receive the share of the profits to which the assigning partner
would otherwise be entitled, and the assignee must accept the
account of profits agreed to by the partners.

(2) In the case of a dissolution of the partnership, whether
as respects all the partners or as respects the assigning partner,
the assignee is entitled to receive the share of the partnership
assets to which the assigning partner is entitled as between himself
and the other partners, and, for the purpose of ascertaining that
share, to an account as from the date of the dissolution.

DISSOLUTION OF PARTNERSHIP AND ITS CONSEQUENCES.

34. (1) Subject to any agreement between the partners, a
partnership is dissolved-
(a)if entered into for a fixed term, by the expiration of that
term; or
(b)if entered into for a single adventure or undertaking, by
the termination of that adventure or undertaking; or
(c)if entered into for an undefined time, by any partner
giving notice to the other or others of his intention to
dissolve the partnership.

(2) In the last-mentioned case the partnership is dissolved as
from the date mentioned in the notice as the date of dissolution,
or, if no date is so mentioned, as from the date of the com-
munication of the notice.

35. (1) Subject to any agreement between the partners, every
partnership is dissolved as regards all the partners by the death
or bankruptcy of any partner.

(2) A partnership may, at the option of the other partners,
be dissolved if any partner suffers his share of the partnership
property to be charged under this Ordinance for his separate debt.

36. A partnership is in every case dissolved by the happen-
ing of any event which makes it unlawful for the business of the
firm to be carried on or for the members of the firm to carry it
on in partnership.

37. On application by a partner, the court may decree a
dissolution of the partnership in any of the following cases-
(a)when a partner is found lunatic by inquisition, or is
shown, to the satisfaction of the court, to be of per-





manently unsound mind, in either of which cases the
application may be made as well on behalf of that partner by
his committee, or next friend, or person having title to
intervene as by any other partner;

(b)when a partner, other than the partner suing, becomes in any
other way permanently incapable of performing his part of the
partnership contract.,

(c)when a partner, other than the partner suing, has been guilty
of such conduct as. in the opinion of the court. regard being
had to the nature of the business, is calculated to affect
prejudicially the carrying on of the business;

(d)when a partner, other than the partner suing, wilfully or
persistently commits a breach of the partnership agreement or
otherwise so conducts himself in matters relating to the
partnership business that it is not reasonably practicable for
the other partner or partners to carry on the business in
partnership with him.

(e)when the business of the partnership can only be carried on
at a loss; and

whenever in any case circumstances have arisen which, in the
opinion of the court, render it just and equitable that the
partnership be dissolved.

38. (1) Where a person deals with a firm after a change in its
constitution, he is entitled to treat all apparent members of the old firm
as still being members of the firm until he has notice of the change.

(2) An advertisement in the Gazette as to a firm whose principal
place of business is in the Colony shall be notice as to persons who
had not dealings with the firm before the date of the dissolution or
change so advertised. (Amended, 50 of 1911, s. 4)

(3) The estate of a partner who dies, or who becomes bankrupt, or
of a partner who, not having been known to the person dealing with the
firm to be a partner, retires from the firm, is not liable for partnership
debts contracted after the date of the death, bankruptcy, or retirement
respectively.

39. On the dissolution of a partnership or retirement of a partner,
any partner may publicly notify the same, and may require the other
partner or partners to concur for that purpose in all necessary or proper
acts, if any, which cannot be done without his or their concurrence.

40. After the dissolution of a partnership, the authority of each
partner to bind the firm, and the other rights and obligations of the
partners, continue, notwithstanding the dissolution, so far as may be
necessary to wind up the affairs of the partnership, and to complete
transactions begun but unfinished at the time of the dissolution, but
not otherwise:





Provided that the firm is in no case bound by the acts of a
partner who has become bankrupt: but this proviso does not affect
the liability of any person who has, after the bankruptcy, repre-
sented himself or knowingly suffered himself to be represented as
a partner of the bankrupt.

41. On the dissolution of a partnership, every partner is
entitled, as against the other partners in the firm and all persons
claiming through them in respect of their interests as partners, to
have the property of the partnership applied in payment of the
debts and liabilities of the firm, and to have the surplus assets
after such payment applied in payment of what may be due to the
partners respectively, after deducting what may be due from them
as partners to the firm; and for that purpose any partner or his
representatives may, on the termination of the partnership, apply
to the court to wind up the business and affairs of the firm.

42. Where one partner has paid a premium to another on
entering into a partnership for a fixed term, and the partnership
is dissolved before the expiration of that term otherwise than by
the death of a partner. the court may order the repayment of the
premium, or of such part thereof as it thinks just, having regard
to the terms of the partnership contract and to the length of time
during which the partnership has continued; unless-
(a)the dissolution is, in the judgment of the court, wholly
or chiefly due to the misconduct of the partner who paid
the premium; or
(b)the partnership has been dissolved by an agreement con-
taining no provision for a return of any part of the
premium.

43. Where a partnership contract is rescinded on the ground
of the fraud or misrepresentation of one of the parties thereto, the
party entitled to rescind is, without prejudice to any other right,
entitled-
(a)to a lien on, or right of retention of, the surplus of
the partnership assets, after satisfying the partnership
liabilities, for any sum of money paid by him for the
purchase of a share in the partnership and for any capital
contributed by him, and is
(b)to stand in the place of the creditors of the firm for any
payments made by him in respect of the partnership
liabilities, and
(c)to be indemnified by the person guilty of the fraud
or making the representation against all the debts and
liabilities of the firm.

44. Where any member of a firm has died or otherwise
ceased to be a partner. and the surviving or continuing partners
carry on the business of the firm with its capital or assets without
any final settlement of accounts as between the firm and the out-
going partner or his estate, then, in the absence of any agreement





to the contrary. the outgoing partner or his estate is entitled, at the
option of himself or his representatives, to such share of the profits
made since the dissolution as the court may find to be attributable to
the use of his share of the partnership assets, or to interest at the rate
of eight per cent per annum on the amount of his share of the
partnership assets:

Provided that where, by the partnership contract, an option is
given to surviving or continuing partners to purchase the interest of a
deceased or outgoing partner, and that option is duly exercised, the
estate of the deceased partner or the outgoing partner or his estate, as
the case may be, is not entitled to any further or other share of profits;
but if any partner assuming to act in exercise of the option does not in
all material respects comply with the terms thereof, he is liable to
account under the preceding provisions of this section.

45. Subject to any agreement between the partners, the amount due
from surviving or continuing partners to an outgoing partner or the
representatives of a deceased partner in respect of the outgoing or
deceased partner's share is a debt accruing at the date of the
dissolution or death.

46. In settling accounts between the partners after a dissolution
of partnership, the following rules shall, subject to any agreement, be
observed

(a)losses, including losses and deficiencies of capital. shall be
paid first out of profits, next out of capital, and lastly. if
necessary, by the partners individually in the proportion in
which they were entitled to share profits; and

(b)the assets of the firm, including the sums, if any, contributed
by the partners to make up losses or deficiencies of capital,
shall be applied in the following manner and order

(i) in paying the debts and liabilities of the firm to persons
who are not partners therein;

(ii) in paying to each partner rateably what is due from the
firm to him for advances as distinguished from capital;

(iii) in paying to each partner rateably what is due from the
firm to him in respect of capital; and

(iv) the ultimate residue, if any, shall be divided among the
partners in the proportion in which profits are divisible.

47. The rules of equity and of common law applicable to
partnership shall continue in force, except so far as they are
inconsistent with the express provisions of this Ordinance.
Originally 2 of 1897. (Cap. 38, 1950.) 50 of 1911. 1 of 1912. 8 of 1912. 5 of 1924. 53 & 54 Vict. c. 39. Short title. Interpretation. Definition of partnership. Rules for determining existence of partnership. Postponement of rights of person lending or selling in consideration of share of profits in case of insolvency. Meaning of firm and firm-name. Power of partner to bind firm. Partners bound by acts on behalf of firm. Partner using credit of firm for private purposes. Effect of notice that firm will not be bound by acts of partners. Liability of partners. Liability of firm for wrongs. Misapplication of money or property received for or in custody of firm. Liability for wrongs joint and several. Improper employment of trust property for partnership purposes. Persons liable by 'holding out'. Admissions and representations of partner. Notice to acting partner to be notice to firm. Liabilities of incoming and outgoing partners. Revocation of continuing guarantee by change in firm. Variation by consent of terms of partnership. Partnership property. Property bought with partnership money. Conversion into personal estate of land held as partnership property. Procedure against partnership property for partner's separate judgment debt. Rules as to interests and duties of partners, subject to special agreement. Expulsion of partner. Retirement from partnership at will. Where partnership for term is continued over, continuance on old terms presumed. Duty of partners to render accounts, etc. Accountability of partners for private profits. Duty of partner not to complete with firm. Rights of assignee of share in partnership. Dissolution by expiration or notice. Dissolution by bankruptcy, death, or charge. Dissolution by illegality of partnership. Dissolution by the court. Rights of persons dealing with firm against apparent members of firm. Right of partner to notify dissolution. Continuing authority of partners for purposes of winding-up. Rights of partners as to application of partnership property. Apportionment of premium where partnership prematurely dissolved. Rights where partnership dissolved for fraud or misrepresentation. Rights of outgoing partner in certain cases to share profits made after dissolution. Retiring or deceased partner's share to be a debt. Rules for distribution of assets on final settlement of accounts. Saving for rules of equity and of common law.

Originally 2 of 1897. (Cap. 38, 1950.) 50 of 1911. 1 of 1912. 8 of 1912. 5 of 1924. 53 & 54 Vict. c. 39. Short title. Interpretation. Definition of partnership. Rules for determining existence of partnership. Postponement of rights of person lending or selling in consideration of share of profits in case of insolvency. Meaning of firm and firm-name. Power of partner to bind firm. Partners bound by acts on behalf of firm. Partner using credit of firm for private purposes. Effect of notice that firm will not be bound by acts of partners. Liability of partners. Liability of firm for wrongs. Misapplication of money or property received for or in custody of firm. Liability for wrongs joint and several. Improper employment of trust property for partnership purposes. Persons liable by 'holding out'. Admissions and representations of partner. Notice to acting partner to be notice to firm. Liabilities of incoming and outgoing partners. Revocation of continuing guarantee by change in firm. Variation by consent of terms of partnership. Partnership property. Property bought with partnership money. Conversion into personal estate of land held as partnership property. Procedure against partnership property for partner's separate judgment debt. Rules as to interests and duties of partners, subject to special agreement. Expulsion of partner. Retirement from partnership at will. Where partnership for term is continued over, continuance on old terms presumed. Duty of partners to render accounts, etc. Accountability of partners for private profits. Duty of partner not to complete with firm. Rights of assignee of share in partnership. Dissolution by expiration or notice. Dissolution by bankruptcy, death, or charge. Dissolution by illegality of partnership. Dissolution by the court. Rights of persons dealing with firm against apparent members of firm. Right of partner to notify dissolution. Continuing authority of partners for purposes of winding-up. Rights of partners as to application of partnership property. Apportionment of premium where partnership prematurely dissolved. Rights where partnership dissolved for fraud or misrepresentation. Rights of outgoing partner in certain cases to share profits made after dissolution. Retiring or deceased partner's share to be a debt. Rules for distribution of assets on final settlement of accounts. Saving for rules of equity and of common law.

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