Part 2Business organisations
142
- If any partner shall:
(a) by act or default commit any flagrant breach of his duties as a partner
or of the agreements and stipulations herein contained; or
(b) fail to account and pay over or refund to the partnership any money
for which he is accountable to the partnership within 14 days after
being required so to do by a partner specifically so authorised by a
decision of the partners; or
(c) act in any respect contrary to the good faith which ought to be
observed between partners; or
(d) become subject to the bankruptcy laws; or
(e) enter into any composition or arrangement with or for the benefit of
his creditors; or
(f) be or become permanently incapacitated by mental incapacity, ill-health,
accident or otherwise from attending the partnership business; or
(g) except with the consent of the other partners absent himself from the
said business for more than six calendar months in any one year or for
more than ninetyconsecutive days (absence during the usual holidays
or due to temporary illness or as agreed not being reckoned);
then and in any such case the other partners may by notice in writing
given to him or (in the case of his being found incapable by reason of
mental incapacity of managing and administering his property and affairs
for the purposes of ss 2–8 of the Mental Capacity Act 2005) to his deputy
or other appropriate person or left at the office of the partnership
determine the partnership so far as he may be concerned and publish a
notice of dissolution of the partnership in the name of and as against
such partner whereupon the partnership will so far as regards such partner
immediately cease and determine accordingly but without prejudice to the
remedies of the other partners for any antecedent breach of any of the
stipulations or agreements aforesaid and any question as to a case having
arisen to authorise such notice shall be referred to arbitration. - Upon the dissolution of the partnership by the death of a partner or by a
partner retiring, the other partners shall be entitled to purchase upon the
terms hereinafter specified the share of the partner (including goodwill)
so dying or retiring: provided that written notice of intention to purchase
shall be given to the retiring partner or to the personal representatives
of the deceased partner within twocalendar months after the date of the
dissolution. - The purchase money payable under clause 17 hereof shall be the net value
of the share of the deceased or retiring partner as at the date of
the dissolution after satisfying all outstanding liabilities of the
partnership with interest at the rate of ten (10)per cent per annum as
from the date of dissolution: provided that if the value of the said share
cannot be agreed upon the same shall be submitted to arbitration in the
manner hereinafter provided.
The purchase money shall be paid by six equalinstalments the first
instalment to be paid at the end of three months after the date of the
dissolution and thereafter at the end of each succeeding period of three
monthswith interest at the rate of ten (10) per cent per annum upon so much
of the purchase money as shall remain unpaid for the time being and such
purchase money shall if required be secured by the bond of the surviving
partners with not fewer than two sureties. - For the purposes of the foregoing clauses the goodwill of the partnership
shall be deemed to be valued at three years’purchase of the average net
profits of the partnership for the preceding five years or the average
of the whole period if the partnership shall have subsisted for less than
five years.
Expulsion
of
partnersDissolutionGoodwill