374
THE HONGKONG GOVERNMENT GAZETTE, 22ND MAY, 1897.
Dissolution by hank- ruptey, death, or charge.
Dissolution
by illegality
of partner- ship.
Dissolution
(2.) In the last-mentioned case the partnership is dis- solved 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 communication of the notice.
35.-(1.) Subject to any agreement between the part- ners, 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 happening 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 by the Court, a dissolution of the partnership in any of the following
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.
cases :--
(1.) 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; (2.) When a partner, other than the partner suing, becomes in any other way permanently incapable of performing his part of the partnership contract : (3.) 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 prejudicially affect the carrying on of the business:
(4.) When a partner, other than the partner suing, wil- fully or persistently commits a breach of the part- nership 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:
(5.) When the business of the partnership can only be
carried on at a loss; and
(6.) 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 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.
firm after a
(2.) An advertisement in The Hongkong Government Gazette as to a firm whose principal place of business is in the Colony shall be notice as to persons who had not deal- ings with the firm before the date of the dissolution or change so advertised.
(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 re- spectively.
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 hankruptcy, represented himself or knowingly suffered him- self to be represented as a partner of the bankrupt.
Rights of 41. On the dissolution of a partnership every partner is partners as to entitled, as against the other partners in the firm, and all application of
persous claiming through them in respect of their interests partnership property.
as partners, to have the property of the partnership applied in payment of the debts and liabilities of the firm, and to