Legally it is not necessary that a partnership agreement should be written.  In practice however many of them are invariably reduced to writing and mostly by advocates.  The documents containing the terms of partnership is called a partnership Deed or Articles of Partnership.  Such a document is evidence that the parties will carry on business on the terms stated therein.  Some of the matters that are provided for in partnership agreements include

1.                  The name of the firm;
2.                  The nature of the business; and
3.                  The place of the business.

The nature of the partnership business should be stated because it is that business and that business alone which partners agree to carry on and in regard to which each partner is an agent of the firm and can bind his co-partners.  It is therefore imperative that there should be no possibility of conflict as to what constitutes the real business of the firm. 

Unless a definite period is stated the general rule is that a partnership lasts only during the will of the partners.  This rule is now embodied in Section 30 (1) PA which enables any partner to terminate the partnership at any time by notice to the others if no fixed period have been agreed upon for its duration.  But if there should be a provision that the partnership can only be terminated by mutual agreement, then such provision will displace the general rule and a partnership cannot be terminated at the will of a single partner.

Moreover, under Section 31 PA where a partnership entered into for a fixed term is continued after that term has expired without any express new agreement the rights and duties of partners remain the same as they were at the expiration of that term so far as it is consistent with the incidents of the partnership will.

The only exception to this principle is that where a partnership is formed to carry out some work or specific project, then the partnership is presumed to last until the completion of that undertaking which is a subject matter of the partnership.  This is rebuttable by evidence showing that the partnership was to continue even after the completion of the project.
Manche � r �Z `�^ Ltd.  The Respondent objected the use of that name and it was held that even if there was no fraudulent intention on the part of the Appellants nevertheless the public were unlikely to be deceived into thinking that the two companies had been amalgamated whereby they might place their orders with a new company and thereby cause injury to the old company.  On those facts an injunction was granted against the Appellants.

Refer also to Thomas Turton & Sons V. John Turton & Sons [1889] 2 Ch. 128 here it was held that there was no possibility of confusion in this two business names.

If the new person or firm is not using his own name that is evidence that he is acting in bad faith.  But, if there is a likelihood of the two firms being confused it matters not that there is no bad faith an injunction will be granted.

The firm name does not constitute the firm a legal entity as in the case of a company.  Therefore if a contract is entered into in the firm name the contract is construed and takes effect as if the names of all the members were substituted throughout for the firm name.  the firm name may be used in  litigation so the parties maybe sued in that name or they may sue in that name.


Like Us on Facebook

Contact Form


Email *

Message *