This chapter details the various grounds for the dissolution of a solvent partnership, contractual, automatic and by court order, followed by the processes whereby either a full dissolution is effected by a winding up or on a technical dissolution a departing partner's share is ascertained The effects of the death or bankruptcy of a partner and the illegality of the partnership business are considered along with agreed dissolution grounds. The various grounds for a court order are then set out. The effects of the frustration, rescission or repudiation of the partnership agreement are detailed. Winding up by the partners or receivers is then set out including the application of the assets on a winding up. The valuation of a partner's share on leaving is considered followed by his or her share in the profits after the technical dissolution until payment. Finally, the distribution of assets on a final account, is set out.
Chapter
7. Dissolution and Winding Up
Chapter
26. Arbitration
This chapter discusses arbitration, which is an adjudicative dispute resolution process. It is based on an agreement between the parties to refer a dispute or difference between them to impartial arbitrators for a decision. As a consequence of the contractual basis of arbitration, it is not every dispute that can go to arbitration. The chapter considers the requirements for an effective reference to arbitration, but it should be noted that the agreement to arbitrate may be made before or after the relevant dispute has arisen. This means that there may be a pre-existing arbitration agreement which, when a dispute arises, one of the parties wishes to evade. There is a strong public policy in favour of upholding arbitration agreements; this is supported by the idea that an arbitration clause in a contract is separable from the rest of the substantive contract. Arbitrations in England and Wales are governed by the Arbitration Act 1996, which lays down a highly developed set of procedures for arbitrations.
Chapter
1. Partnerships and Partnership Law
This chapter describes the essential characteristics and consequences of a partnership and the derivation and development of partnership law in England and Wales under the Partnership Act 1890. It also covers the introduction of limited partnerships and contrasts both with LLPs; topics which are dealt with from chapter 9 onwards. It highlights the lack of legal personality, contrasting that with partnership law in Scotland, and the consequent problems of contemplated partnerships and continuity. Then it sets out the three essentials for a partnership to exist: a business, carried on in common, with a view of profit, contrasting partnerships with joint ventures. The chapter also considers the complications if there are corporate partners. Finally, it sets out the basic issues relating to jurisdiction for foreign partnerships.
