635977-1897-Ordinances-Nos-1-2-and-3-assented-to — Page 4

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THE HONGKONG GOVERNMENT GAZETTE, 22ND MAY, 1897.

Postpone- ment of

rights of

person lend-

(c.) A person being the widow or child of a decensed partner, and receiving by way of annuity a portion of the profits made in the business in which the deceased person was a partner, is not, by reason only of such receipt, a partner in the business or liable as such ;

(4.) The advance of money by way of loan to a person engaged or about to engage in any busi- ness on a contract with that person that the lender shall receive a rate of interest varying with the profits, or shall receive a share of the profits arising from carrying on the business, does not of itself make the lender a partner with the person or persons carrying on the business or liable as such: Provided that the contract is in writing, and signed by or on behalf of all the parties thereto;

(e.) A person receiving by way of annuity or other

wise a portion of the profits of a business in consideration of the sale by him of the goodwill of the business is not, by reason only of such receipt, a partner in the business or liable as such.

5. In the event of any person to whom money has been advanced by way of loan upon such a contract as is mentioned in the last preceding section, or of any buyer of ing or selling a goodwill in consideration of a share of the profits of the in considera business, being adjudged a bankrupt, entering into an tion of share arrangement to pay his creditors less than twenty shillings of profits in

in the pound, or dying in insolvent circumstances, the lender Case of insolvency.

of the loan shall not be entitled to recover anything in respect of his loan, and the seller of the goodwill shall not be entitled to recover anything in respect of the share of profits contracted for, until the claims of the other creditors of the borrower or buyer for valuable consideration in money or money's worth have been satisfied.

Meaning of "firm" and "firm-name."

Power of partner to bind firm,

Partners

6. Persons who have entered into partnership with one another are, for the purposes of this Ordinance, called collectively a firm, and the mame under which their business is carried 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 partners for the purpose of the business of the partnership; and the acts of every partner who does any act for carrying on in the usual way business of the kind carried on by the firm of which he is a member bind the firm and his partners, unless the partner so acting bas in fact no authority to act for the firm in the particular matter, and the person with whom he is dealing either knows that he has no authority, or does not know or believe him to be a partner.

8. An act or instrument relating to the business of the bound by acts firm and done or executed in the firm-name, or in any other on behalf of

manner showing an intention to bind the firm, by any person firm.

thereto authorized, whether a partner or not, is binding on the firm and all the partners: Provided that this section sball not affect any general rule of law relating to the execution of deeds or negotiable instruments.

Partner using 9. Where one partner pledges the credit of the firm for credit of firm a purpose apparently not connected with the firm's ordinary for private

course of business, the firm is not bound, unless he is in fact purposes.

specially authorized by the other partners; but this section does not affect any personal liability incurred by an in- dividual partner.

Effect of notice that

firm will noL be bound by acts of partner,

Liability of partners.

Liability of firm for

wrongs,

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

11. Every partner in a firm is liable jointly with the other partners for all debts and obligations of the firm incurred while he is a partner; and after his death his estate is also severally liable in a due course of administra- tion for such debts and obligations, so far as they remain musatisfied, but subject to the prior payment of his separate debts.

12. Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the firm or with the authority of his co-partners, loss or injury is caused to any person not being a partner in the firm, or any penalty is incurred, the firm is liable therefor to the same extent as the partner so acting or omitting to act.