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Section 9The Partnership Act 1909Provided that this section shall not affect any general rule of law relating to theexecution of deeds or negotiable instruments.9Partner using credit of firm for private purposesWhere one partner pledges the credit of the firm for a purpose apparently notconnected with the firm’s ordinary course of business, the firm is not bound,unless he is in fact specially authorized by the other partners; but this sectiondoes not affect any personal liability incurred by an individual partner.10Effect of notice that firm will not be bound by acts of partnerIf it has been agreed between the partners that any restriction shall be placed onthe power of any one or more of them to bind the firm, no act done incontravention of the agreement is binding on the firm with respect to personshaving notice of the agreement.11Liability of partnersEvery partner in the firm is liable jointly with the other partners for all debtsand obligations of the firm incurred while he is a partner; and after his death hisestate is also severally liable in a due course of administration for such debtsand obligations, so far as they remain unsatisfied, but subject to the priorpayment of his separate debts.12Misapplication of money or property received for or in custody of thefirmWhere, by any wrongful act or omission of any partner acting in the ordinarycourse of the business of the firm, or with the authority of his co-partners, lossor injury is caused to any person not being a partner of the firm, or any penaltyis incurred, the firm is liable therefor to the same extent as the partner so actingor omitting to act.13Liability of the firm for wrongsIn the following cases, namely —(a)where one partner acting within the scope of his apparentauthority receives the money or property of a third person andmisapplies it; and(b)where a firm in the course of its business receives money orproperty of a third person, and the money or property so receivedis misapplied by one or more of the partners while it is in thecustody of the firm,the firm is liable to make good the loss.Page 10AT 3 of 1909c

The Partnership Act 190914Section 14Liability for wrongs joint and severalEvery partner is liable jointly with his co-partners and also severally foreverything for which the firm while he is a partner therein becomes liable undereither of the two last preceding sections.15Improper employment of trust property for partnership purposesIf a partner, being a trustee, improperly employs trust-property in the businessor on the account of the partnership, no other partner is liable for the trustproperty to the persons beneficially interested therein:Provided as follows: —1617(1)This section shall not affect any liability incurred by any partner byreason of his having notice of a breach of trust; and(2)Nothing in this section shall prevent trust money from being followedand recovered from the firm if still in its possession or under its control.Persons liable by ‘holding out’(1)Every one who by words spoken or written, or by conduct representshimself, or who knowingly suffers himself to be represented, as a partnerin a particular firm, is liable as a partner to any one who has on the faithof any such representation given credit to the firm, whether therepresentation has or has not been made or communicated to the personso giving credit by or with the knowledge of the apparent partnermaking the representation or suffering it to be made.(2)Provided that where after a partner’s death the partnership business iscontinued in the old firm name, the continued use of that name or of thedeceased partner’s name as part thereof shall not of itself make hisexecutors or administrators estate or effects liable for any partnershipdebts contracted after his death.Admissions and representations of partnersAn admission or representation made by any partner concerning thepartnership affairs, and in the ordinary course of its business, is evidenceagainst the firm.18Notice to acting partner to be notice to the firmNotice to any partner who habitually acts in the partnership business of anymatter relating to partnership affairs operates as notice to the firm, except in thecase of a fraud on the firm committed by or with the consent of that partner.cAT 3 of 1909Page 11

Section 191920The Partnership Act 1909Liabilities of incoming and outgoing partners(1)A person who is admitted as a partner into an existing firm does notthereby become liable to the creditors of the firm for anything donebefore he became a partner.(2)A partner who retires from a firm does not thereby cease to be liable forpartnership debts or obligations incurred before his retirement.(3)A retiring partner may be discharged from any existing liabilities, by anagreement to that effect between himself and the members of the firm asnewly constituted and the creditors, and this agreement may be eitherexpress or inferred as a fact from the course of dealing between thecreditors and the firm as newly constituted.Revocation of continuing guaranty by change in firmA continuing guaranty given either to a firm or to a third person in respect ofthe transactions of a firm is, in the absence of agreement to the contrary,revoked as to future transactions by any change in the constitution of the firm towhich, or of the firm in respect of the transactions of which, the guaranty wasgiven.RELATIONS OF PARTNERS TO ONE ANOTHER21Variation by consent of terms of partnershipThe mutual rights and duties of partners, whether ascertained by agreement ordefined by this Act, may be varied by the consent of all the partners, and suchconsent may be either express or inferred from a course of dealing.22Partnership property(1)All property and rights and interests in property originally brought intothe partnership stock or acquired, whether by purchase or otherwise, onaccount of the firm or for the purposes and in the course of thepartnership business are called in this Act ‘partnership property’, andmust be held and applied by the partners exclusively for the purpose ofthe partnership and in accordance with the partnership agreement.(2)Provided that the legal estate or interest in any land which belongs to thepartnership shall devolve according to the nature and tenure thereof, andthe general rules of law thereto applicable, but in trust, so far asnecessary, for the persons beneficially interested in the land under thissection.(3)Where co-owners of an estate or interest in any land not being itselfpartnership property, are partners as to profits made by the use of thatland or estate, and purchase other land or estate out of the profits to beused in like manner, the land or estate so purchased belongs to them, inPage 12AT 3 of 1909c

The Partnership Act 1909Section 23the absence of an agreement to the contrary, not as partners, but as coowners for the same respective estates and interests as are held by themin the land or estate first mentioned at the date of the purchase.23Property bought with partnership moneyUnless the contrary intention appears, property bought with money belongingto the firm is deemed to have been bought on account of the firm.24Conversion into personal estate of land held as partnership propertyWhere real estate or any interest therein has become partnership property, itshall, unless the contrary intention appears, be treated as between the partners(including the representatives of a deceased partner), and also as between theheirs of a deceased partner and his executors or administrators, as personal andnot real estate.2526Procedure against partnership property for a partner’s separatejudgment debt(1)No judgment or execution shall be enforced against any partnershipproperty unless such judgment or execution has been granted against thefirm.(2)The court may, on the petition of any judgment or execution creditor of apartner, make an order charging that partner’s interest in the partnershipproperty and profits with payment of the amount of such execution andinterest thereon, and may by the same or a subsequent order appoint areceiver of that partner’s share of profits (whether already declared oraccruing), and of any other money which may be coming to him inrespect of the partnership, and direct all accounts and inquiries, and giveall other orders and directions which might have been directed or givenif the charge had been made in favour of the judgment creditor by thepartner, or which the circumstances of the case may require.(3)The other partner or partners shall be at liberty at any time to redeem theinterest charged, or in case of a sale being directed, to purchase the same.Rules as to interests and duties of partners subject to specialarrangementThe interests of partners in the partnership property and their rights and dutiesin relation to the partnership shall be determined, subject to any agreementexpress or implied between the partners, by the following rules: —(1)cAll the partners are entitled to share equally in the capital and profits ofthe business, and must contribute equally towards the losses whether ofcapital or otherwise sustained by the firm.AT 3 of 1909Page 13

Section 27The Partnership Act 1909(2)The firm must indemnify every partner in respect of payments made andpersonal liabilities incurred by him —27(a)in ordinary and proper conduct of the business of the firm; or,(b)in or about anything necessarily done for the preservation of thebusiness or property of the firm.(3)A partner making, for the purpose of the partnership, any actualpayment or advance beyond the amount of capital which he has agreedto subscribe, is entitled to interest at the rate of five per cent. per annumfrom the date of the payment or advance.(4)A partner is not entitled, before the ascertainment of profits, to intereston the capital subscribed by him.(5)Every partner may take part in the management of the partnershipbusiness.(6)No partner shall be entitled to remuneration for acting in the partnershipbusiness.(7)No person may be introduced as a partner without the consent of allexisting partners.(8)Any difference arising as to ordinary matters connected with thepartnership business may be decided by a majority of the partners, butno change may be made in the nature of the partnership businesswithout the consent of all existing partners.(9)The partnership books are to be kept at the place of business of thepartnership (or the principal place, if there is more than one), and everypartner may, when he thinks fit, have access to and inspect and copy anyof them.Expulsion of partnerNo majority of the partners can expel any partner unless a power to do so hasbeen conferred by express agreement between the partners.28Retirement from partnership at will(1)Where no fixed term has been agreed upon for the duration of thepartnership, any partner may determine the partnership at any time ongiving notice of his intention so to do to all the other partners.(2)Where the partnership has originally been constituted by writing, anotice in writing signed by the partner giving it, shall be required for thispurpose.Page 14AT 3 of 1909c

The Partnership Act 19092930Section 29Where partnership for term is continued over, continuance on oldterms presumed(1)Where a partnership entered into for a fixed term is continued after theterm has expired, and without any express new agreement, the rightsand duties of the partners remain the same as they were at the expirationof the term, so far as is consistent with the incidents of a partnership atwill.(2)A continuance of the business by the partners or such of them ashabitually acted therein during the term, without any settlement orliquidation of the partnership affairs, is presumed to be a continuance ofthe partnership.Duty of partners to render accounts, etcPartners are bound to render true accounts and full information of all thingsaffecting the partnership to any partner or his legal representatives.3132Accountability of partners for private profits(1)Every partner must account to the firm for any benefit derived by himwithout the consent of the other partners from any transactionconcerning the partnership, or from any use by him of the partnershipproperty, name, or business connection.(2)This section also applies to transactions undertaken after a partnershiphas been dissolved by the death of a partner, and before the affairsthereof have been completely wound up, either by any surviving partneror by the representatives of the deceased partner.Duty of partner not to compete with firmIf a partner, without the consent of the other partners, carries on any business ofthe same nature as and competing with that of the firm, he must account for andpay over to the firm all profits made by him in that business.33Rights of assignee of share in partnership(1)cAn assignment by any partner of his share in the partnership, eitherabsolute or by way of mortgage or redeemable charge, does not, asagainst the other partners, entitle the assignee, during the continuance ofthe partnership, to interfere in the management or administration of thepartnership business or affairs, or to require any accounts of thepartnership transactions, or to inspect the partnership books, but entitlesthe assignee only to receive the share of the profits to which theassigning partner would otherwise be entitled, and the assignee mustaccept the account of profits agreed to by the partners.AT 3 of 1909Page 15

Section 34The Partnership Act 1909(2)In case of a dissolution of the partnership, whether as respects all thepartners or as respects the assigning partner, the assignee is entitled toreceive the share of the partnership assets to which the assigning partneris entitled as between himself and the other partners, and, for thepurpose of ascertaining that share, to an account as from the date of thedissolution.DISSOLUTION OF PARTNERSHIP, AND ITS CONSEQUENCES34Dissolution by expiration or by noticeSubject to any agreement between the partners, a partnership is dissolved —(a)if entered into for a fixed term, by the expiration of that term:(b)if entered into for a single adventure or undertaking, by thetermination of that adventure or undertaking:(c)if entered into for an undefined time, by any partner giving noticeto the other or others of his intention to dissolve the partnership.In the last-mentioned case the partnership is dissolved as from the datementioned in the notice as the date of dissolution, or, if no date is mentioned, asfrom the date of the communication of the notice.3536Dissolution by bankruptcy, death or charge(1)Subject to any agreement between the partners, every partnership isdissolved as regards all the partners by death or bankruptcy of anypartner.4(2)A partnership may, at the option of the other partners, be dissolved ifany partner suffers his share of the partnership property to be chargedunder this Act for his separate debt.Dissolution by illegality of partnershipA partnership is in every case dissolved by the happening of any event whichmakes it unlawful for the business of the firm to be carried on or for themembers of the firm to carry it on in partnership.37Dissolution by the courtOn application by a partner the court may decree a dissolution of thepartnership in any of the following cases: —Page 16(a)[Repealed]5(b)When a partner, other than the partner suing, becomes in anyother way permanently incapable of performing his part of thepartnership contract:AT 3 of 1909c

The Partnership Act 19093839Section 38(c)When a partner, other than the partner suing, has been guilty ofsuch conduct as, in the opinion of the cou

THE PARTNERSHIP ACT 1909 Received Royal Assent: 3 July 1909 Promulgated: 5 July 1909 Commenced: 5 July 1909 AN ACT to declare and amend the Law of Partnership. 1 Short title This Act may be cited as 'The Partnership Act 1909'. 2 Interpretation of terms In this Act, if not inconsistent with the context, the following terms shall have