s. 35 By Act of the Partners Partners can set a fixed term for the relationship Any partner can give notice of intention to dissolve s. 36 By Operation of Law Death, bankruptcy, or dissolution of a partner Note: 36(1)(b) when one partner ceases to exist by operation of law, the partnership is dissolved only as between the gone partner and the remaining partners. The remaining partners continue on as the same partnership. s. 38 Powers of the Trial to Dissolve a Partnership (1) On application by a partner, the court may decree a dissolution of the partnership in any of the following cases: (a) if a partner is incapable of managing his or her affairs or incapable of discharging his or her duties (declared insane) (b) when a partner becomes in any other way permanently incapable of performing his or her duties (c) when a partner has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business (d) when a partner willfully or persistently commits a breach of the partnership agreement (e) when the business of the partnership can only be carried on at a loss (f) whenever circumstances have arisen that, in the opinion of the court, render it just and equitable that the partnership be dissolved. Being a Shareholder does not make you a Partner s. 3 Corporations do not make partners This does not mean that corporations cannot be partners Simply creates a special exception that says that shareholders in a corporation are NOT made by necessary implication also partners This is a way of avoiding inevitable application of the Partnership Act to corporations which are governed by a different Act – Partnership is not a separate entity Re: Thorne A partnership is not recognized as a separate legal entity Thorne worked with a partner (faller and miller), was injured, denied Worker’s Compensation because it is meant for and Thorne and his co-worker were “employees” partners (Thorne argued partnerships are separate legal entities, and that he was an employee for the partnership) Held: Thorne was not an employee, partnerships are not separate legal entities What Thorne thought were were actually draws” “wages” “partnership Consequences: Each partner is liable to the full extent of his personal assets for debts and other
s. 35 By Act of the Partners Partners can set a fixed term for the relationship Any partner can give notice of intention to dissolve s. 36 By Operation of Law Death, bankruptcy, or dissolution of a partner Note: 36(1)(b) when one partner ceases to exist by operation of law, the partnership is dissolved only as between the gone partner and the remaining partners. The remaining partners continue on as the same partnership. s. 38 Powers of the to Dissolve a Partnership (1) On application by a partner, the court may decree a dissolution of the partnership in any of the following cases: (a) if a partner is incapable of managing his or her affairs or incapable of discharging his or her duties (declared insane) (b) when a partner becomes in any other way permanently incapable of performing his or her duties (c) when a partner has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business (d) when a partner willfully or persistently commits a breach of the partnership agreement (e) when the business of the partnership can only be carried on at a loss (f) whenever circumstances have arisen that, in the opinion of the court, render it just and equitable that the partnership be dissolved. Being a Shareholder does not make you a Partner s. 3 Corporations do not make partners This does not mean that corporations cannot be partners Simply creates a special exception that says that shareholders in a corporation are NOT made by necessary implication also partners This is a way of avoiding inevitable application of the Partnership Act to corporations – which are governed by a different Act Partnership is not a separate entity Re: Thorne A partnership is not recognized as a separate legal entity Thorne worked with a partner (faller and miller), was injured, denied Worker’s Compensation because it is meant for “employees” and Thorne and his co-worker were partners (Thorne argued partnerships are separate legal entities, and that he was an employee for the partnership) Held: Thorne was not an employee, partnerships are not separate legal entities What Thorne thought were “wages” were actually “partnership draws” Consequences: Each partner is liable to the full extent of his personal assets for debts and other Trial
Michaux%20-%20LAW%20315%20-%20Final.docx