以下是高顿网校为大家整理的：F4公司法与商法第十二章，希望对考生们有所帮助。
8 Partnership law
Definition and formation
8.1 (a) Most of partnership law is contained in Partnership Act 1890 (PA 1890).
(b) Partners can agree that their internal arrangements need not necessarily comply with the provisions of the Act, but certain principles cannot be overridden.
(c) The Act states that:
Partnership is the relation which subsists between persons carrying on a business in common with a view of profit.
(d) The business must be carried on with a view to making a profit, i.e. the partners must intend that they will realise a profit, and be entitled to share in net (not just gross) profits.
(e) Any arrangements falling within the definition will be treated as a partnership regardless of how the people concerned expressly or implicitly consider their status. Conversely, merely calling an arrangement a partnership does not necessarily mean it is one.
(f) In most cases there will be a written agreement, but there is no obligation on partners to set down their arrangements in writing.
Dealings with outsiders
8.2 (a) As a general principle, partners have unlimited, joint and several liability to outsiders ie. an outsider can sue only one or can sue all of the partners.
(b) If a partner bears a liability in this way, he is entitled to claim a contribution from the other partners.
(c) A partner is generally in the same position as a sole trader i.e. his liability is unlimited.
(d) However, a partner will only be liable for debts of the partnership whilst he is, or is held out to be, a partner.
(e) A new partner will therefore only be liable for debts incurred after he has become a partner unless:
(i) he agrees otherwise; or
(ii) he has been held out as a partner e.g. on the notepaper.
(f) A retired partner will be liable for debts incurred before his retirement unless released by creditors and former partners.
(g) A retired partner will be liable for debts incurred after his retirement if:
(i) the creditor has dealt with the partnership before and after the retirement and does not have actual notice of the retirement (so change notepaper etc.);
(ii) the creditor has dealt with the partnership only after the retirement but knew the person was a partner, unless notice has been given in “the Gazette”;
(iii) in any other case where the partner is held out as such e.g. on the notepaper.
Agency in general
8.3 In general, a partner is an agent of the firm and the other partners i.e. may bind them.
(a) He does not as a matter of fact have the authority in a particular type of transaction; and
(b) The third party knows that such authority is absent, or does not know that he is a partner.
Tort
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