640699-1896-Bills-read-Defence-Contribution-Appropriation-1897-Partnership-Probates-Post-Office-Amendment-Pawnbrokers-Compensation — Page 9

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THE HONGKONG GOVERNMENT GAZETTE, 5TH DECEMBER, 1896.

(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 bankruptcy, represented himself or knowingly suffered him- self to be represented as a partner of the bankrupt.

41. On the dissolution of a partnership every partner is entitled, as against the other partners in the firm, and all persons claiming through them in respect of their interests as partners, to have the property of the partnership applied in payment of the debts and liabilities of the firm, and to 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 on entering into a partnership for a fixed term, and the partnership is dissolved before the expiration of that term otherwise than by the death of a partner, the Court may order the repayment of the premium, or of such part thereof 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.

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 Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice.to any other right,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

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

(2.) 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.

44.-(1.) Where any member of a firm has died or other- wise ceased to be a partner, and the surviving or continuing partners carry on the business of the firm with its capital or assets without any final settlement of accounts as between the firm and the outgoing partner or his estate, then, in the absence of any agreement to the contrary, the outgoing 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 annum on the amount 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

Right of partner to notify dissolution. (Ibid, s. 37.)

Continuing authority of partners for purposes of winding up. (Ibid, K. 35.)

Rights of partners as to application of partnership property. (Ibid, &. 39.)

Apportion- ment of pre- mium where partnership prematurely dissolved. (Ibid. B. 40)

Rights where partnership dissolved for fraud or misrepresenta-

.tion.

(Ibid. s. 41.)

Right of outgoing partner in certain cases to share profits made after dissolution. (Ibid. s. 42.)

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