635977-1897-Ordinances-Nos-1-2-and-3-assented-to — Page 9

THE HONGKONG GOVERNMENT GAZETTE, 22ND MAY, 1897.

have the surplus assets after such payment applied in pay- ment 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 Apportion- on entering into a partnership for a fixed term, and the ment of pre- partnership is dissolved before the expiration of that term mium where

partnership otherwise than by the death of a partner, the Court may prematurely Order the repayment of the premium, or of such part thereof dissolved. as it thinks just, having regard to the terms of the partner- ship contract and to the length of time during which the partnership has continued; unless-

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

(2.) The partnership has been dissolved by an agreement containing no provision for a return of any part of the premium.

43. Where a partnership contract is rescinded on the Rights where ground of the fraud or misrepresentation of one of the parties partnership thereto, the party cutitled to rescind is, without prejudice to fraud or any other right, entitled-

dissolved for

misrepre-

(L.) To a lien on, or right of retention.of, the surplus of sentation.

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

(25) To stand in the place of the creditors of the firm for any payments made by him in respect of the part- nership liabilities; and

(3.) To be indemnified by the person guilty of the fraud or making the representation against all the debts and

liabilities of the firm.

certain cases

44.-(1.) Where any member of a firm has died or other- Right of wise ecased to be a partner, and the surviving or continuing outgoing partners carry on the business of the firm with its capital Partner in or assets without any final settlement of accounts as between to share the firm and the outgoing partner or his estate, then, in the profits made absence of any agreement to the contrary, the outgoing after dissolu- 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 avanm on the amonat of his share of the partnership assets,

(2.) 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 resports comply with the terms thereof, he is liable to account under the preceding provisious of this section.

tion.

45. Subject to any agreement between the partners, the Refining or amount due from surviving or continuing partners to an deceased outgoing partner or the representatives of a deceased partner partner's

share to be in respect of the outgoing or deceased partuer's share is a

Ü keht, debt accruing at the date of the dissointion or death,

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

of assets of final settle-

(1) Losses, including losses and deficiencies of capital, ment of

shall be paid first out of profits, next out of capital, accounts, and lastly, if necessary, by the partners individually in the proportion in which they were cutitled to share profits; and

if any,

(2) The assets of the firm, including the sums,

contributed by the partners to make up losses or defi- ciencies of capital, shall be applied in the following manner and order :---

(4) In paying the debts and liabilities of the firm to

persous who are not partners therein:

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

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