No. 30.-1.913

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TRINIDAD AND TOBAGO.

Partnership.

No. 30.-1.913.

26th November.

AN ORDINANCE to declare and amend the law ofPartnership.1

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[L.S.]

/-GEORGE R. LE HUNTE,

GOVERNOR.

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11th December, 1913.55

E it enacted by the Governor of Trinidad and Tobagowith the advice and consent of the Legislative Council

thereof as follows:-1. This Ordinance may be cited as the

nance, 1913.Partnership Ordi- short Title.

2. In this Ordinance, unless the context otherwise Interpreta-tionrequires :-

"The Court " means theand Tobago;

Supreme Court of Trinidad

?1 " Judge " means any Judge of the Court ;

Business" includesprofession.

every trade, occupation or

3.-(1.) Partnership is the relation which subsists between Definition ofpersons carrying on a business in commonwith a viewof profit. partnership.

(2.) But the relation between members ofpany or Association which is

any Com-

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No. 30. Partnership. 1913.

(a.) Registered as a Company under the CompaniesOrdinances or any other Ordinance for the timebeing in force and relating to the regulation ofjoint stock Companies ; or

(b.) Formed or incorporated by or in pursuance ofany other Ordinance or of any Order-in-Council,or Act of the Imperial Parliament, or LettersPatent, or Royal Charter ;

is not a partnership within the meaning of this Ordinance.

Rules for 4. In determining whether a partnership does or does notI

be had to the following rules :exist, regard shalldeterminingexistence opaitnesip (1.) Joint tenancy, tenancy in common, joint property,

common property or part ownership, does not of itself createa partnership as to anything so held or owned, whether thetenants or owners do or do not share any profits made bythe use thereof.

(2.) The sharing of gross returns does not of itself createa partnership, whether the persons sharing such returnshave or have not a joint or common right or interest in anyproperty from which, or from the use of which the returnsare derived.

(3.) The receipt by a person of a share of the profits ofa business is prim facie evidence that he is a partner in thebusiness, but the receipt of such a share, or of a paymentcontingent on or varying with the profits of a business, doesnot of itself make him a partner in the business, and inparticular :

(a.) The receipt by a person of a debt or otherliquidated amount by instalments or otherwise,out of the accruing profits of a business, doesnot of itself make him a partner in the businessor liable as such :

(b.) A contract for the remuneration of a servant oragent of a person engaged in a business by ashare of the profits of the business, does not ofitself make the servant or agent a partner in thebusiness or liable as such :

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the widow or child of a deceased(c.) A person beingpartner and receiving by way of annuity a por-tion of the profits made in the business in which

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No. 30 0. Partnership.

the deceased person was a partner, is not byreason only of such receipt a partner in thebusiness or liable as such :

(d.) The advance of money by way of loan to a personengaged, or about to engage, in any business ona contract with that person that the lender shallreceive a rate of interest varying with the profits,or shall receive a share of the profits arising fromcarrying on the business, does not of itself makethe lender a partner with the person or personscarrying on the business or liable as such :Provided that the contract is in writing, andsigned by or on behalf of all the parties thereto :

1913.

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(e.) A person receiving by way of annuity or other-wise a portion of the profits of a business inconsideration of the sale by him of the goodwillof the business, is not by reason only of suchreceipt a partner in the business or liable as such.

5. In the event of any person to whom money has been Postponementof rights ofperson lend-ing or "ellingin considera-

advanced by way of loan upon such a contract as is men-tioned in the last foregoing section, or of any buyer of agoodwill in consideration of a share of the profits of the tion of share of

p rofits in casebusiness, being adjudged a bankrupt, entering into an arrange-ment to pay his creditors less than twenty shillings in thepound, or dying in insolvent circumstances, the lender of theloan shall not be entitled to recover anything in respect ofhis loan, and the seller of the goodwill shall not be entitledto recover anything in respect of the share of profits con-tracted for until the claims of the other creditors of theborrower or buyer for valuable consideration in money ormoney's worth have been satisfied.

of bankruptcy

6. Persons who have entered into partnership withanother are, for the purposes of this Ordinance, called

one Meaning ofcol- firm."0

lectively a firm, and the name under which their business iscarried on is called the firm-name.

Relations of Partners to Persons Dealing with them.

7. Every partner is an agent of the firm and his other Power ofpartner topartnership ; hind the firr.partners for the purpose of the business of the

and the acts of every partner who does any act for carrying

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1913.Partnership.No. 30.

on in the usual way business of the kind carried on by thefirm of which he is a member, bind the firm and his partners,unless the partner so acting has in fact no authority to actfor the firm in the particular matter, and the person withwhom he is dealing either knows that he has no authority,or does not know or believe him to be a partner.

Partners 8. An act or instrument relating to the business of the

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bound by act(on beiia f offirm.

firm, and done or executed in the firm-name, or in any othermanner showing an intention to bind the firm, by anyperson thereto authorised, whether a partner or not, isbinding on the firm and all the partners :

Provided that this section shall not affect any generalrule of law relating to the execution of deeds or negotiableinstruments.

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Partner, 9. Where one partner pledges the credit of the firm for ausing credit ofirm for pri-vate purposes,

purpose apparently not connected with the firm's ordinarycourse of business, the firm is not bound, unless he is infact specially authorised by the other partners; but thissection does not affect any personal liability incurred by anindividual partner.

10. If it has been agreed between the partners that anyrestriction shall be placed on the power of any one or moreof them to bind the firm, no act done in contravention ofthe agreement is binding on the firm with respect to personshaving notice of the agreement.

Effect ofnotice thatfirrm will lo't

be bound byacts ofpartner.

Liability of 11. Every partner in a firm is liable jointly withpartners. the other partners, for all debts and obligations of the

firm incurred while he is a partner ; and after his death hisestate is also severally liable in a due course of administra-tion for such debts and obligations, so far as they remainunsatisfied, but subject to the prior payment of his separatedebts.

12. Where by any wrongful act or omission of any partnerLiability oftoh firm fowrongs of acting in the ordinary course of the business of the firm, or

loss or injury is causedpartners. with the authority of his co-partners,or any penaltyto any person not being a partner in the firmI is incurred, the firm is liable therefor to the same extent as

the partner so acting or omitting to act.

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13. In the following cases, namely:-

(a.) Where one partner acting within the scopehis apparent authority, receives the money

Misapplication

of moeyoof Iropert* re-ceived for oror in custody of

property of a third person, and misapplies it ; and the firm.

(b.) Where a firm in the course of its businessreceives money or property of a third person,and the money or property so received is mis-applied by one or more of the partners while itis in the custody of the firm;

the firm is liable to make good the loss.14. Every partner is liable jointly with his co-partners Liability for

wrongs jointfirm, while and several.and also severally for everything for which thehe is a partner therein, becomes liable under either of thetwo last preceding sections.

15. If a partner, being a trustee, improperly employs trust Improper employment ofproperty in the business or on the account of the partner- trust property

the forpartnershipship, no other partner is liable for the trust-persons beneficially interested therein :

Provided as follows:

property to

(1.) This section shall not affect any liability incurredby any partner by reason of his having noticeof a breach of trust ; and

(2.) Nothing in this section shall prevent trust moneyfrom being followed and recovered from the firmif still in its possession or under its control.

15.-(1.) Everyone who by words spoken or written or by Persons liableby "holdinghim- out."conduct represents himself, or who knowingly suffers

self to be represented as a partner in a particular firm, isliable as a partner to anyone who has on the faith of any suchrepresentation given credit to the firm, whether the repre-sentation has or has not been made or communicated to theperson so giving credit by or with the knowledge of the

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apparent partner making the representation orto be made.

suffering it

(2.) Provided that where after a partner's death thepartnership business is continued in the old firm-name, thecontinued use of that name or of the deceased partner's nameas part thereof shall not of itself make his executors oradministrators estate or effects liable fordebts contracted after his death.

any partnership

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1913.Partnership.No. 30.

Admissions 17. An admission or representation made by any partnerand represen-tions of concerning the partnership affairs, and in the ordinary coursepartners. of its business, is evidence against the firm.

Notice to 18. Notice to any partner who habitually acts in the part-acting partner nershipto ba notice )L tjp

of any matter relating to partnership affairsbusinessto the firm, operates as notice to the firm, except in the case of a fraud

on the firm committed by or with the consent of that partner.

Liabilities of 19.-(1.) A person who is admitted as a partner into anincoming andoutgoingpartners.

existing firm does not thereby become liable to the creditorsof the firm for anything done before he became a partner.

(2.) A partner who retires from a firm does not therebycease to be liable for partnership debts or obligations incurredbefore his retirement.

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(3.) A retiring partner may be discharged from anyexisting liabilities, by an agreement to that effect betweenhimself and the members of the firm as newly constitutedand the creditors, and this agreement may be either expressor inferred as a fact from the course of dealing between thecreditors and the firm as newly constituted.

Novation.

Revocation f 20. A continuing guaranty or cautionary obligation givencontinuing either to a firm or to a third person in respect of the trans-

actions of a firm is, in the absence of agreement to the con-trary, revoked as to future transactions by any change in theconstitution of the firm to which, or of the firm in respectof the transactions of which, the guaranty or obligation wasgiven.

Relations of Partners to one Another.

guaranty hychange in firm.

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Variation by 21. The mutual rights and duties of partners, wbeiherconsent ofterms of part-nership.

ascertained by agreement or defined by this Ordinance, maybe varied by the consent of all the partners, and such consentmay be either express or inferred from a course of dealing.

Partnership 22.-(1.) All property and rights and interests in propertyproperty, 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

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No. 30. Partnershin. 1913.

business, are called in this Ordinance partnership property,and must be held and applied by the partners exclusivelyfor the purposes of the partnership and in accordance withthe partnership agreement.

(2.) Provided that the legal estate or interest in anyland which belongs to the partnership shall devolve accord-ing to the nature and tenure thereof and the general rulesof law applicable thereto, but in trust so far as necessary,for the persons beneficially interested in the land under thissection.

(3.) Where co-owners of an estate or interest in anyland, not being itself partnership property, are partners asto profits made by the use of that land or estate, and purchaseother land or estate out of the profits to be used in likemanner, the land or estate so purchased belongs to them, inthe absence of an agreement to the contrary, not as partnersbut as co-owners for the same respective estates and interestsas are held by them in the land or estate first mentioned atthe date of the purchase.

23.with

Unless the contrary intention appears, property bought Property

money belonging to the firm is deemed to have been p"tnerbought on account of the firm. money.

24. Where land or any heritable interest therein has immovable

become partnership property, it shall, unless the contrary property heldintention appears, be treated as between the partners (inclu- Property.ding the representatives of a deceased partner) and also asbetween the heirs of a deceased partner and his executors oradministrators, as personal and not real or heritable estate.

25.-(1.) After the commencement of thisa writ of execution shall not issue against anyproperty except on a judgment against the firm.

(2.) The Court or a Judge may, on the

Ordinance Procedure

partnership against part-nership pro-perty for apartner's sepa-rate judgment

application deht.

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by summons of any judgment creditor of a partner, makean order charging that partner's interest in the part-nership property and profits with payment of the amount ofthe judgment debt and interest thereon, and may by thesame or a subsequent order appoint a receiver of thatpartner's share of profits (whether already declared or accru-

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ing), and of any other money which may be coning to himin respect of the partnership, and direct all accounts andinquiries, and all other orders and directions whichgivemight have been directed or given if the charge had beenmade in fav our of the judgment creditor by the partner, orwhich tle circumstances of the case may require.

t (3.) The other partner or partners shall be at liberty atany time to redeem the interest charged, or in case of a sale

same.being directed, to purchase the

(4.) Every summons by a judgment creditor under thissection shall be served on the judgment debtor, and on hispartners or suci of them as are within the jurisdiction, and

partners, and allsuch service shall be good service on all theorders made on such summons shall be similarly served.

(5.) Every application made by any partner of thejuigment debtor under this section shall be made by sum-mons which shall be served on thethe judgment debtor and on such

judgment creditor and onof the other partners as

be withinshall not concur in the application and as shallthe jurisdiction, and such service shall be good service onall the partners, and all orders made onbe similarly served.

such summons shall

Rules as to 26. The interests of partners in the partnership propertyinterests and and their rights and duties inshall be determined, subject to

relation to the partnershipduties of pant.ners subjectto specialagreement.

any agreement express orthe following rules:-implied between the partners, by

(1.) All the partners are entitled to share equally intne capital and profits of the business and must contributecapital or otherwiseequally towards the losses whether of

sustained by the firm.

ii(2.) The firm must indemnify every partner in respectof payments made and personal liabilities incurred byhim:

(a.) In the ordinaryness of the firm

and proper conduct of the busi-or

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No. 30. Partnership. 1913.(b.) In or about anything necessarily done for the

preservation of the business orfirm.

property of the

(3.) A partner making, for the purpose of the partner-ship, any actual payinenlt or advance beyond the amount ofcapital which he has agreed to subscribe, is entitled tointerest at the rate of 6 per cent. per annum from the dateof the payment or advance.

(4.) A partner is not entitled before the ascertainmentof profits to interest on the capital subscribed by him.

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(5.) Every partner may take part inpartnership business.

the management ofthe

(6.) No partner shall be entitled to remuneration foracting in the partnership business.

(7.) No person may be introduced as athe consent of all existing partners.

partner without

(8.) Any difference arising as tonected with the partnership business

ordinary matters conmay be decided by a

majority of the partne,, but no change may be made in thenature of the partnership business without the consent of allexisting partners.

(9.) The partnership books are to be kept at the placeof business of the partnership (or the principal place, if thereis more than one) and every partner may, when he thinks

inspect and copy any of them.fit, have access to and27. No majority of the partners can expel any partner Expulsion of

agree- partn1unless a power to do so has been conferred by expressment between the partners.

28.-(1.) Where no fixed term has beenduration of the partnership, any partner

agreed upon for the Retirement

the fm arti i-t h hp at will.may determinepartnership at any time on giving notice of his intention soto do to all the other partners.

(2.) Where the partnership has originally been consti-tuted by deed, a notice in writing, signed by the partner

purpose.giving it, shall be sufficient for this29.-(1.) Where a partnership entered into for

term is continued after the term has expired anda fixed Were part-

without a, term is con.

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the rights and duties of the c e".;any express new agreementpartners remain the same as they were at the expiration of on old term

presumed.the term, so far as isnership at will.

consistent with the incidents of a part-

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No. 30. Pwrtnersh ip. 1913.

('.) A continuance of the businessby the partners or suchof them as habitually acted therein during the term, withoutany settlement or liquidation of the partnership affairs, ispresumed to be a continuance of the partnership.

Duty of part. 30. Partners are bound to render true accounts and fullners to renderinformation of all things affecting the partnership to anypartner or his legal representatives.

accounts, etc.

Accountabilityof partners for 31.-(1.) Every partner must account to the firm for anyprivate profits. 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, nameor business connection.

(2.) This section applies also to transactions undertakenafter a partnership has been dissolved by the death of apartner, and before the affairs thereof have been completelywound up, either by any surviving partner or by the repre-sentatives of the deceased partner.

32. If a partner without the consent of the other partnerscarries on any business of the same nature as and competing

Duty ofpartner notto competewith firm, 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 inthe partnership, either absolute or by way of mortgage or

Rights ofassignee ofshare in

partnership. redeemable charge, does not, as against the other partners,entitle the assignee, during the continuance of the partner-ship, to interfere in the management or administration ofthe partnership business or affairs, or to require any accountsof the partnership transactions, or to inspect the partner-ship books, but entitles the assignee only to receive the shareof profits to which the assigning partner would otherwise beentitled, and the assignee must accept the account of profitsagreed to by the partners.

(2.) In case of a dissolution of the partnership, whetheras respects all the partners or as respects the assigningpartner, the assignee is entitled to receive the share of thepartnership assets to which the assigning partner is entitled

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as between himself and the other partners, and, for thepose of ascertaining that share, to an account as fromdate of the dissolution.

pur-the

Dissolution of Partnership and its Consequences.

34. Subject to any agreement between thepartnership is dissolved :-

partners, a Dissolutionby expirationor notice

(a.) If entered into for a fixed term,of that term:

by the expirationn

(b.) If entered into for a single adventure or under-taking, by the termination of that adventure orundertaking :

(c.) If entered into for an undefined time, by anypartner giving notice to the other or others ofhis intention to dissolve the partnership.

In the last mentioned case theas from the date mentioned in the

partnership is dissolvednotice as the date of dis-

solution, or, if no date is so mentioned, as from the date ofthe communication of the notice.

35.-(1.) Subject to any agreement between the partners, Dissolution byevery partnership is dissolved all the partners by bankruptcy,

charge.

as regardsthe death or bankruptcy of any partner.

(2.) A partnership may, at theners, be dissolved if any partner

option of the other part-suffers his share of the

partnership property to be charged under this Ordinancefor his separate debt.

36. A partnership is in every case dissolved by the hap- Dissolution bypening of any event whichof the firm to be carried on

makes it unlawful for the business illegality

or for the members of the firm partnership.to carry it on in partnership.

37. On the application by a partner the Court may decree Dissolution bya dissolution of the partnership in any ofcases:

the following the court.

(a.) When a partner is found lunatic by inquisition,or is shown to the satisfaction of the Court to beof permanently unsound mind, in either of which

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No. 30. Partnerslhip. 1913.

cases the application may be made as well onbehalf of that partner by his committee or nextfriend or person having title to intervene as byany other partner :

(b.) When a partner, other than the partner suing,becomes in any other way permanently incapableof 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 opinionof the Court , regard being had to the nature ofthe businessthe carrying

, is calculated to prejudicially affecton of the business:

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(d.) When a partner, other than thewilfully or persistently commits a

partner suing,breach of the

partnership agreement, or otherwise so conductshimself in matters relating to the partnershipbusiness that it is not reasonably practicable forthe other partner or partners to carry on thebusiness in partnership with him:

(e.) When the business of thebe carried on at a loss:

partnership can only

(t.) Whenever in any case circumstances have arisenwhich, in the opinion of the Court,and equitable that the partnership

render it justbe dissolved.

38.-(..) Where a person deals with a firm afterRights of per-sons dealingwith firmagainst app -rent membersof firm.

a changein its constitution he is entitled to treat allbers of the old firm as still being members ofhe has notice of the change.

apparent mem-the firm until

aj (2.) An advertisement in the Royal Gazette shall benotice as to persons who had not dealings with the firm

change so advertised.before the date of the dissolution or

(3.) The estate of a partner who dies or who becomesbankrupt or of a partner who , not having been known to the

to be a partner, retires fromperson dealing with the firmthe firm, is not liable for partnership debts contracted afterthe date of the death, bankruptcy, or retirement respectively.

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39. On the dissolution of a partnership or retirement of a Rights of

partner any partner may publicly notify the same and may n trequire the other partner or partners to concur for that pur- dissoluti on.

pose in all necessary or proper acts, if any, which cannot bedone without his or their concurrence.

40. After the dissolution of a partnership theeach partner to bind the firm, and the other

authority of continuingrights and par$;%,7 of

the , o.obligations of the partners, continue notwithstandingdissolution so far as may be necessary to wind up the affairsof the partnership and to complete transactions begun butunfinished at the time of the dissolution, but not otherwise.

Provided that the firm is in no case bound by the actsof a partner who has become bankrupt ; but this provisodoes not affect the liability of any person who has after thebankruptcy represented himself or knowingly suffered him-self to be represented as a partner of the bankrupt.

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41. On the dissolution of a partnership every partner is ights fpartners oa to

all application ofentitled, as against the other partners in the firm,persons claiming through them in respect of their

andinterests psetnerohip

as partners, to have the property of the partnership appliedin payment of the debts and liabilities of the firm, and tohave the surplus assets after such payment applied in pay-ment of what may be due to the partners respectively afterdeducting what may be due from them as partners to thefirm; and for that purpose any partner or his representa-tives may on the termination of the partnership apply tothe Court to wind up the business and affairs of the firm.

42. Where one partner has paid a premium to another on Apportionwnt of p1e-

partnerohiprentering into a partnership for a fixed term and the part-nership is dissolved before the expiration of that tern other- preinebwise than by the death of a partner, the Court may order dissoived.the repayment of the premium, or of such part thereof as itthinks just, having regard to the terms of the partnershipcontract and to the length of time during which the partner-ship has continued ; unless

(a.) The dissolution is, in the judgment of the Court,wholly or chiefly due to the misconduct of thepartner who paid the premium, or

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Partnership.No. 30. 1913.

(b.) The partnership has been dissolved by an agree-ment containing no provision for a return of anypart of the premium.

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Rights where 43. Where a partnership contract is rescinded on thepartnership ground of the fraud or misrepresentation of one of the parties

thereto, the party entitled to rescind is without prejudice toany other right, entitled-

(a.) To a lien on, or right of retention of, the surplusof the partnership assets, after satisfying thepartnership liabilities, for any sun of moneypaid by him for the purchase of a share in thepartnership and for any capital contributed byhim ; and is

(b.) To stand in the place of the creditors of the firmfor any payments made by him in respect of thepartnership liabilities, and

(c.) To be indemnified by the person guilty of thefraud or making the representation against allthe debts and liabilities of the firm.

dissolved forfraud or mis1-representation.

lRight of out- 44.-(1.) Where any member of a firm has died or other-going partnerin certaincases to shareprofits madeafter dissolu-tion.

wise ceased to be a partner, and the surviving or continu-ing partners carry on the business of the firm with its capitalor assets without any final settlement of accounts as betweenthe firm and the outgoing partner or his estate, then, in theabsence of any agreement to the contrary, the outgoingpartner or his estate is entitled at the option of himself orhis representatives to such share of the profits made sincethe dissolution as the Court may find to be attributable tothe use of his share of the partnership assets, or to interestat the rate of 6 per cent. per annum on the amount of hisshare of the partnership assets.

(2.) Provided that where by the partnership contractan option is given to surviving or continuing partners topurchase the interest of a deceased or outgoing partner, andthit option is duly exercised, the estate of the deceasedpartner, or the outgoing partner or his estate, as the casemay be, is not entitled to any further or other share of pro-

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fits ; but if any partner assuming to act in exercise of theoption does not in all material respects comply with theterms thereof, he is liable to account under the foregoingprovisions of this section.

45. Subject to any agreement between the partners, the Retirinz or

amount due from surviving or continuing partners to anoutgoing partner or the representatives of a deceased part-ner in respect of the outgoing or deceased partner's share isa debt accruing at the date of the dissolution or death.

deceasedpartner's sbareto be a debt.I

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46. In settling accounts between the partnersdissolution of partnership, the following rules shall,to any agreement, be observed:-

after a Rule for

subject distrbution ofgegt nfinalsettlemnt ofaccotmts.

(a.) Losses, including losses and deficiencies of capital,shall be paid first out of profits, next out ofcapital, and lastly, if necessary, by the partnersindividually in the proportion in which theywere entitled to share profits ;

(b.) The assets of the firm, including the sums, if any,contributed by the partners to make up losses ordeficiencies of capital, shall be applied in thefollowing manner and order:

(1.) In paying the debts and liabilities of thefirm to persons who are not partners therein;

(2.) In paying to each partner rateably whatis due from the firm to himas distinguished from capital ;

for advances

(3.) In paying to each partner rateably whatis due from the firm to him in respect ofcapital;

(4.) The ultimate residue, if any, shall be dividedamong the partners in the proportion inwhich profits are divisible.

47. The rules, legal and equitable, applicable to partner-ship at present in operation in this Colony shall continue inforce except as far as they are inconsistent with the expressprovisions of this Ordinance.

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48. Section 3 of the Trade and Commerce OrdinanceRepeal.

(No. 83), andrepealed.

the Partnership Ordinance, (No. 86) are hereby

Commence-m-nent.

49. This Ordinance shall commence and come intotion on the 1st day of January, 1914.

opera-

Passed in Council thisin the year of Our Lordthirteen.

Twenty-sixth day of November,one thousand nine hundred and

ALFRED TAITT ,Acting Clerk of the Council.

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Documents

No. 30.-1.913