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Lindley & Banks on Partnership 20th edition [Kõva köide]

Roderick I'Anson Banks

Formaat: Hardback, 1552 pages
Ilmumisaeg: 24-Oct-2017
Kirjastus: Sweet & Maxwell
ISBN-10: 0414060911
ISBN-13: 9780414060913

Teised raamatud teemal:

Partnership law

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Formaat: Hardback, 1552 pages
Ilmumisaeg: 24-Oct-2017
Kirjastus: Sweet & Maxwell
ISBN-10: 0414060911
ISBN-13: 9780414060913

Teised raamatud teemal:

Partnership law

Püsilink: https://www.kriso.ee/db/9780414060913.html

Märksõnad:

Lindley & Banks on Partnership gives you comprehensive, authoritative and practical coverage of the law relating to both general and limited partnerships. This seminal text on partnerships, first published in 1860, gives you detailed commentary on all aspects of the life of a partnership, from its nature and formation to the usual contents of a partnership agreement and common areas of dispute, the liabilities undertaken by partners both internally and externally and, finally, to dissolution, winding up and insolvency. It also explains how partnerships are taxed. The twentieth edition covers all legal changes since the last edition, with reference to UK and Commonwealth authorities where relevant.

Preface

Tables

xxiii

Volume

PART ONE THE NATURE OF PARTNERSHIP

1 Introduction

1 Origin of the Law of Partnership

(3)

2 The Partnership Act 1890

2 Definition of Partnership

1 The Definition in the Partnership Act 1890

(18)

A The Business

(4)

B Two or More Persons Carrying on A Business in Common

(2)

C "With a View of Profit"

(4)

D A Fourth Condition: Division of Profits?

(2)

E The Normal Incidents of Partnership

(5)

2 Contemplated Partnerships

(13)

(a) Application of the Principle: Ordinary Partnerships Share not yet taken

(6)

(b) Application of the Principle: Promoters of Companies

(3)

(1)

3 Associations not Governed by the Partnership Act 1890

(16)

4 Partnership in Europe

3 General Nature of a Partnership

1 The Commercial and Legal Views

(7)

2 Status of Firm in Specific Contexts

(a) Firm name

(29)

(b) Legal Proceedings

(1)

(5)

(d) Partnership Disabilities

(3)

(e) Sureties and Securities

(7)

(f) Revenue Law

(1)

(g) Other Statutory Interference

4 Capacity of Partners

1 Capacity

(27)

(a) Aliens

(4)

(b) Minors

(6)

(2)

(d) Spouses and Civil Partners

(5)

(e) Companies

(2)

(f) Bankrupts and Disqualified Persons

(3)

(g) Trustees, Personal Representatives, Nominees and Agents

(2)

(h) Partnerships

(1)

2 No Restrictions on the Size of Partnerships

5 Rules for Ascertaining the Existence of a Partnership

1 General Observations

(6)

2 Co-Ownership

(5)

3 Sharing Gross Returns

(5)

4 Sharing Profits

(18)

(a) Sharing Profits as Evidence of Partnership

(10)

(b) Sharing Profits as a Ground of Liability

(7)

5 Partnership by Estoppel

(33)

(a) Holding Out

(5)

(b) Reliance

(3)

(24)

6 General and Particular Partnerships

(2)

7 Sub-Partnerships

6 Consideration for a Contract of Partnership

(1)

7 Evidence By Which a Partnership May Be Proved

1 Introduction

(1)

2 Partnerships Involving Land

(9)

3 Partnerships Generally

(a) What has to be Proved

(1)

(b) How is it to be Proved

8 Illegal Partnerships

1 General Grounds of Potential Illegality

(1)

A Competition

(3)

B Criminal element

(1)

C Discrimination

(26)

(1) Discrimination by firms

(7)

(2) The protected characteristics

(14)

D Firm name

(2)

E Public policy, etc.

(1)

F War

(1)

2 Statutory grounds of Potential illegality

(30)

3 Consequences of Illegality

9 Duration of Partnership

(a) External Factors

(3)

(b) Internal Factors

PART TWO FORMATION OF A PARTNERSHIP BY FORMAL AGREEMENT

10 Partnership Agreements

(1)

1 Construction and Application of Partnership Agreements

(28)

A Agreement Construed in the Factual Matrix

(2)

B Agreement Construed by Reference to the Partners' Objectives

(2)

C Words and Documents Given their Natural and Ordinary Meaning

(4)

D Agreement Construed so as to Defeat Fraud

(1)

E Agreement Construed so as to Avoid Unfairness and Exploitation

(1)

F Agreement not Exhaustive

(1)

G Terms Implied to Give the Agreement Business Efficacy

(1)

H Terms Varied by Express or Implied Agreement

(7)

I Agreement Presumed to Apply after Expiration of Fixed Term

(8)

2 Statutory Interference with Contractual Rights

(3)

3 Usual Clauses Found in a Partnership Agreement

(295)

A Parties

B Nature of the Business

(10)

C Commencement Date

(4)

D Duration

(2)

E Firm Name

(2)

F The Premium

(1)

G Partnership Premises

(3)

H Partnership Property

(9)

I Income and Liabilities Derived from Previous Business

(2)

J Capital

(9)

K Bankers of the Partnership

(3)

L Books and Accounts

(9)

M Profits and Losses

(16)

N Powers and Duties of Partners

100

(16)

O Decision-Making

116

(6)

P Retirement

122

(1)

(a) Voluntary retirement

122

(4)

(b) Compulsory retirement on grounds of age

126

(1)

Q Expulsion, etc.

127

(1)

(a) Powers of Expulsion

128

(25)

(b) Powers of Compulsory Retirement, etc.

153

(4)

157

(1)

R Power to Dissolve Firm

158

(1)

(a) General Power

158

(3)

(b) Power to Dissolve for Cause

161

(6)

S Garden Leave and Related Matters

167

(5)

T The Outgoing Partner's Financial Entitlement

172

(1)

(a) Manner of Acquisition

173

(4)

(b) Option to Acquire Outgoing Partner's Share

177

(3)

180

(2)

(1) Fixed Value

182

(1)

(2) Profit Related Value

183

(2)

(3) Book or Balance Sheet Value

185

(3)

(i) Reliance on the last signed annual accounts

188

(5)

(ii) Reliance on the annual accounts for the current accounting period

193

(1)

(iii) Where the agreement is not specific in its terms

194

(10)

(4) Revaluation of Assets

204

(4)

(d) Payment of Outgoing Partner's Entitlement

208

(2)

(e) Annuities to Outgoing Partners, Widow(er)s, etc.

210

(12)

U Goodwill and Restrictions on Competition

222

(1)

(a) Meaning of "Goodwill"

223

(4)

(b) Ownership of Goodwill

227

(2)

(i) Dissolution of firm

229

(4)

(ii) Death of a partner

233

(1)

(iii) Retirement or expulsion of partner

234

(11)

245

(5)

(d) Restrictions on Competition

250

(4)

(1) Reasonableness in the Interests of the Parties

254

(9)

(2) Reasonableness in the Interests of the Public

263

(18)

V Provisions Consequential on the Death, Retirement or Expulsion of a Partner

281

(1)

(a) Assignment of Outgoing Partner's Share, etc.

281

(4)

(b) Indemnity to Outgoing Partner

285

(3)

288

(1)

(d) Power of attorney

289

(1)

(e) Books and Papers

290

(2)

(f) Procurement of release from personal obligations

292

(1)

W Admission of New Partners

293

(7)

X Winding Up

300

(7)

Y Arbitration, Alternative Dispute Resolution and Expert Determination

307

(1)

(a) Arbitration

307

(18)

(b) Alternative Dispute Resolution

325

(1)

326

(1)

Z Penalties and Liquidated Damages

327

(1)

4 Limited Liability Partnership Agreements

328

(3)

5 Other Partnership Documentation

331

11 Corporate and Group Partnerships

1 The Corporate Partnership

(16)

2 The Group Partnership

PART THREE THE RIGHTS AND OBLIGATIONS OF PARTNERS AS REGARDS THIRD PARTIES

12 The Liability of a Partner for the Acts of His Co-Partners

1 Partners as Agents

(33)

2 Liability for Acts which are not in Themselves Wrongful

(54)

3 Liability of Partners in Respect of Torts, Frauds and Other Wrongs

(16)

(a) Torts

(3)

(b) Frauds and Fraudulent Representations

(8)

103

(1)

4 Liability of Partners for Misapplication of Money and Property

104

(24)

5 Liability of Partners for Breaches of Trust

128

(11)

6 Liability of Partners for Acts Known to be Unauthorised

139

(10)

7 Liability of Partners in Respect of Contracts in Improper Form

149

(27)

(a) Written and Oral Contracts

152

(6)

(b) Contracts under Seal

158

(4)

162

(1)

(1) Bills of Exchange Drawn, etc., in the Firm Name

163

(7)

(2) Bills Drawn, etc., in Improper Form

170

(5)

(3) Promissory Notes

175

(1)

8 Liability of Partners in Respect of Contracts Benefiting Firm

176

13 The Nature and Duration of a Partner's Liability to Third Parties

1 Nature and Extent of the Liability

(15)

A Liability for Acts which are not in Themselves Wrongful

(10)

B Liability in Respect of Torts, Frauds and Other Wrongs and Misapplication of Money and Property

(1)

C Liability in Respect of Breach of Trust

(1)

D Extent of Liability in All Cases

(2)

2 Duration of Liability

A Commencement of Agency

(13)

B Termination of Agency

(11)

(a) Need for Notice

(6)

(1) Death

(3)

(2) Insolvency

(3)

(3) Dormant Partner

(4)

(b) Effect of Notice

(19)

(5)

C Termination of Accrued Liability

(3)

(a) Dealings and Transactions Terminating Accrued Liability

(1)

(1) Payment and Appropriation of Payments

(12)

(2) Release and Discharge

(6)

(3) Substitution of debtors and securities

103

(1)

(A) Substitution by Agreement

104

(8)

Group 1(a) Outgoing partner not discharged; no new partner introduced

112

(6)

Group 1(b) Outgoing partner not discharged; one or more partners introduced

118

(3)

Group 2 Outgoing partner discharged

121

(4)

Group 3 Discharge of estate of deceased partner

125

(4)

(B) Merger and Judgment Recovered

129

(7)

136

14 Actions by and Against Partners

1 Parties to Actions and Related Matters

(66)

A Actions in Firm Name

(20)

B Parties where Firm Unchanged

(1)

(1) Actions by the Firm

(1)

Actions in Contract

(1)

(a) Written and Oral Contracts

(5)

(b) Contracts under Seal

(3)

Actions in Tort

(3)

Actions in Respect of Land

(1)

(2) Actions against the Firm

(1)

Actions in Contract

(5)

Actions in Tort

(1)

(3) Equitable Remedies

(2)

C Parties where Change in Firm has Occurred

(13)

D Conduct of One Partner Affecting Firm's Rights

(6)

2 Authority of Partners in Legal Proceedings

(9)

3 Set-Off

(12)

4 Execution Against Partners

(a) Judgment in Firm Name

(10)

(b) Manner of Execution

102

(2)

104

(2)

(d) Order for Possession of Land

106

PART FOUR THE RIGHTS AND OBLIGATIONS OF PARTNERS BETWEEN THEMSELVES

15 Management and Decision-Making

(1)

16 The Duty of Good Faith

1 The Nature of the Duty

(16)

2 The Obligation of Partners not to Benefit Themselves at the Expense of their Co-partners

17 Partnership Capital

(5)

18 Partnership Property

1 Partnership Property

(19)

2 Separate Property

(21)

3 Assets Transferred Into or Out of Partnership

(17)

4 Legal Title to Partnership Property

19 Partnership Shares

1 The Nature of a Partnership Share

(14)

2 The Size of Each Partner's Share

(9)

3 The Partner's Lien and Its Consequences

(13)

4 Execution against Share for Partner's Separate Debts

(12)

5 The Transfer of a Share

20 The Financial Rights and Duties of a Partner

1 Debts, Liabilities and Losses

(22)

2 Outlays and Advances

(7)

3 Interest

(10)

4 Remuneration for Services Rendered to Firm

21 Ascertainment and Division of Profits

(1)

22 Partnership Accounts

1 Manner in Which Books and Accounts Should be Kept

(10)

2 The Right of Access to Books and Accounts

23 Actions Between Partners

1 Introduction

(3)

2 Parties

(11)

3 Cases in Which the Court Will Not Interfere Between Partners

(17)

Rule 1 The court will not interfere otherwise than with a view to dissolution

(1)

Rule 2 The court will not interfere in matters of internal regulation

(2)

Rule 3 The court will not interfere at the instance of partner guilty of laches or acquiescence

(13)

4 Limitation as Between Partners

(13)

5 Actions for Specific Performance

(4)

6 Actions for Fraud and Misrepresentation

(20)

A Damages

(2)

B Rescission

(17)

7 Relief Commonly Sought Between Partners

(145)

A Accounts, Inquiries and Production of Documents

(1)

(a) The right to an account, inquiries and production of documents

(1)

(1) Accounts and inquiries

(22)

(2) Production of documents, etc.

(10)

(b) Defences to an action for an account

107

(1)

(i) Denial of alleged partnership

108

(2)

(ii) Settled account

110

(6)

(iii) Arbitration award

116

(1)

(iv) Accord and satisfaction

117

(1)

(v) Waiver

118

(1)

(vi) Release

119

(1)

120

(17)

B Injunctions

137

(20)

C Receivers

157

(8)

(a) As between partners

165

(1)

(b) As between partners and non-partners

166

(2)

(1) Breach of dissolution agreement

168

(1)

(2) Misconduct plus jeopardy to assets

169

(4)

(3) Fraud

173

(1)

(4) Exclusion

174

(14)

D Orders for the Sale of Partnership Property

188

(25)

E Declarations and Ancillary Relief

213

(1)

8 Actions for Damages

214

(8)

9 Execution Between Partners

222

PART FIVE DISSOLUTION AND WINDING-UP

24 Dissolution and Its Causes

1 Introduction

(20)

2 Dissolution Otherwise than by the Court

(34)

A Expiration of Term, etc.

(3)

B Notice

(12)

C Death and Bankruptcy, etc.

(9)

D Charging Order on a Partner's Share

(4)

E Illegality

(4)

F Cessation of Business

(2)

3 Dissolution by the Court

(48)

A Statutes under which a Partnership may be Dissolved

(6)

B Jurisdiction to Dissolve a Partnership

(6)

C Procedure

(3)

D Grounds for Dissolution

(2)

(a) Mental incapacity

(5)

(b) Permanent Incapacity

(4)

(7)

(d) Breach of Agreement and Destruction of Mutual Confidence

(8)

(e) Partnership Business Carried on at a Loss

(2)

(f) The Just and Equitable Ground

(3)

E Date of Dissolution

101

(2)

4 Assignment of Share

103

(1)

5 The Right to Retire

104

(5)

6 The Right to Expel

109

25 Winding Up the Partnership Affairs

1 Consequences of Dissolution

(7)

2 The Return of Premiums

(15)

A Partnership Induced by Fraud

(1)

B Partnership at Will

(1)

C Partnership for a Fixed Term

(8)

D Amount of Premium Returnable

(4)

3 The Treatment of Post-Dissolution Profits

(22)

4 Distribution of Assets and Adjustment of Accounts

(10)

5 Summary of Winding Up Principles

A Principles which Apply as Regards Creditors

(1)

B Principles which Apply as Between the Partners

26 Death of a Partner

1 The Surviving Partners and Personal Representatives of the Deceased Partner

(9)

2 The Creditors of the Partnership

(19)

A Debts Incurred Prior to a Partner's Death

(10)

B Debts Incurred after a Partner's Death

(9)

3 The Separate Creditors, Legatees, Etc., of the Deceased

A The General Rule

(7)

B Deceased Partner's Share Left in Business

(7)

C Specific Bequests of Partnership Shares

27 Insolvency

1 Introduction

(3)

2 Insolvency Involving the Winding Up of the Firm as an Unregistered Company

(39)

A Winding Up Order against Firm without Concurrent Petitions

(18)

B Winding Up Order against Firm with Concurrent Petitions against the Partners

(19)

3 Insolvency not Involving Winding Up the Firm as an Unregistered Company

(10)

4 Appointment of Liquidators and Trustees

(7)

5 Status and Duties of the Partners in the Winding Up of a Firm

(9)

6 Share of an Insolvent Partner when Firm not Wound Up

(6)

7 Setoff and Mutual Credit

(5)

8 Administration of the Estates of Insolvent Firms and Partners

(74)

(a) Joint and separate debts

(10)

(b) Joint and separate estates

100

(11)

A Proof against the Joint Estate

111

(1)

(a) Rights of the joint creditors

112

(3)

(b) Rights of the partners

115

(4)

(i) Fraud

119

(1)

(ii) Distinct trades

120

(3)

(iii) Discharge of bankrupt partner

123

(2)

125

(2)

B Proof against the Separate Estates

127

(1)

(a) Rights of separate creditors

128

(2)

(b) Rights of joint creditors

130

(2)

(i) No joint estate

132

(4)

(ii) Fraud

136

(1)

(iii) Distinct trades

137

(1)

(iv) Petitioning creditor

138

(1)

139

(2)

(i) Joint creditors not prejudiced

141

(4)

(ii) Fraud

145

(1)

(iii) Distinct Trades

146

(3)

C Proof against Both Joint and Separate Estates

149

(5)

9 Voluntary Arrangements with Creditors

154

(9)

101 Partnership Administration Orders

163

PART SIX LIMITED PARTNERSHIPS

28 Introduction

(1)

29 Nature, Formation, Duration and Registration of Limited Partnerships

1 Types of Limited Partnership

(5)

2 Nature, Formation and Duration

(14)

3 Limited Partnerships and the Financial Services and Markets Act 2000

(4)

4 Registration and Designation of Limited Partnerships

30 The Rights and Obligations of the Partners As Regards Third Parties

1 The Authority of Partners to Bind the Firm

(7)

2 The Liability of Partners for the Debts and Obligations of the Firm

(22)

A General Partners

(3)

B Limited Partners

(1)

(a) Extent and Duration of Liability

(15)

(b) Nature of Liability

(4)

3 Actions By And Against Partners

31 The Rights and Obligations of the Partners Between Themselves

1 The Management of the Partnership Business

(6)

2 The Capital of Limited Partnerships

(7)

3 Shares in Limited Partnerships

(5)

4 Changes in Limited Partnerships

(4)

5 Partnership Accounts

32 Dissolution and Winding Up

1 Dissolution Otherwise than by the Court

(5)

2 Dissolution by the Court

(8)

A Jurisdiction to Dissolve a Limited Partnership

(4)

B Grounds for Dissolution by the Court

(4)

3 Winding Up

33 Insolvency

1 Application of Insolvency Laws to Limited Partnerships

(4)

2 Petitions by and against Limited Partners

(2)

3 Administration of Insolvent Partners' Estates

PART SEVEN TAXATION

34 Income Tax

1 Introduction

(2)

2 Tax Treatment of Partnerships

(15)

3 Method of Assessment

(20)

4 Commencement, Cessation and Continuance

(13)

5 Capital Allowances and Losses

(11)

6 Partnerships with Corporate Members

(7)

7 Resident and Non-resident Partners

(5)

8 Payments to Outgoing Partners and their Dependants

(5)

10 Tax Avoidance Schemes

35 Capital Gains Tax

1 Introduction

(2)

2 Disposals of Assets or of Shares therein

(25)

A Disposals on the Contribution of Assets to a Partnership

(2)

B Disposals of Partnership Assets to Third Parties

(5)

C Disposals of Partnership Shares

(14)

D Distribution of Partnership Assets amongst Partners

(3)

3 Administration and Computation

36 Inheritance Tax

1 Introduction

(5)

2 Exemptions and Reliefs

(12)

3 Chargeable Transfers

(36)

A Formation of a Partnership

(19)

B Continuation of a Partnership

(3)

C The Retirement of a Partner

(5)

D The Death of a Partner

(7)

E Dissolution of a Partnership

(1)

4 Foreign Element

(4)

5 Valuation and Administration

37 Value Added Tax

1 Registration

(16)

2 Taxable Supplies

(14)

3 Administration

38 Stamp Duty Land Tax

1 Introduction

(11)

2 Acquisitions of Partnership Land or of Shares therein

A Contribution of Land to a Partnership

(2)

B Acquisitions of Partnership Land from Third Parties

(1)

C Acquisitions of Partnership Shares

(9)

D Distribution of Partnership Land amongst the Partners

APPENDICES

Partnership Act 1890

(1)

Civil Procedure Rules

(1)

Limited Partnerships Act 1907

(1)

The Limited Partnerships (Forms) Rules 2009

(1)

Eu Competition Law

(1)

Hmrc Statements Of Practice And Other Materials

I Income Tax

(3)

II Capital Gains Tax

(20)

III Inheritance Tax

(1)

IV Value Added Tax

(1388)

Index

1413

Lindley & Banks on Partnership 20th edition [Kõva köide]

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