Partnership

Dissolution Of Partnership

Under Islamic Law

By: Prof. Dr. Mohd. Ma’sum Billah masum2001@yahoo.com applied-islamicfinance@yahoo.com

006-019-3699542 006 019-2790542

Preliminary Remarks

This article warrants a legal analysis of the dissolution of a partnership business on various grounds, i.e. dissolution may be demonstrated from various statutes as well as under the principles of Islamic Law. It is pertinent to note here that, there are of course some similarities and also dissimilarities between these laws in terms of the wordings or language used. Thus, in general, this article seeks to highlight the statutory provisions of various countries (i.e. Saudi Arabia, Oman, Egypt, Pakistan, Malaysia, U.K., Australia and New Zealand) as well as the position of Islamic Law on this issue.

Dissolution Under Islamic Law

The term ‘Musharaka’ is normally interpreted into English Law as ‘partnership’ and the Islamic financial institutions interpret it as ‘participation financing’.[1] Meanwhile, many Islamic Scholars[2] today interpret the term Musharaka or Sharika as ‘partnership’.[3]

A ‘partnership’ under Islamic Law signifies ‘the conjunction of two or more persons to carry on a business to share the profits by joint investment’.[4]

Even though, there is no direct provisions in the Qur’an nor in the Sunnah of the Holy Prophet (saw) on the issue of dissolution of a partnership business, different Islamic Scholars however, came up with few grounds of dissolution of a partnership relying on their successful Ijtihad (effort). Those grounds could be summarized as follows:

According to the al-Hedaya, there are mainly two grounds of dissolution of a partnership i.e.:

i) By the death of any partner.[5] It is to be observed that, following the death of a partner in a partnership of more than two does not constitute an automatic dissolution, but a mere termination, and the partnership may be continued by the remaining partners.[6] Hambali Jurists, Ibn Qudama pointed out that, if the deceased partner leaves a competent heir, the remaining partners shall not oppose him to continue the representation of the deceased.[7] Imam Kasani (Hanafi Jurists) opined that, for the dissolution of a partnership, it is not necessary for the existing partner to know the death of the deceased partner.[8]

ii) Every partner has equal right to terminate the partnership[9] of unlimited period. If the partnership is for fixed term, no partner has the right to terminate it before the expiry of the period. Thus, a partnership of fixed period is automatically dissolved once the period is expired.[10]

Dissolution of a partnership of unlimited period can be held valid only when the notice of dissolution is served to the other partner(s) and the news of dissolution is known by them. Art. 1353 of the Mejelle clearly states:

“….. it is a condition that the other should know of its dissolution. When one has dissolved the partnership, the partnership is not dissolved until the other know.”[11]

iii) A partnership can be dissolved on the account of lunacy or madness of any of the partners.[12] This solution is applied only where the partnership is of two persons. If the partnership is of more than two persons, the madness of one partner does not constitute an automatic dissolution but only a mere termination, in which situation the remaining partners can continue their partnership.[13]

iv) Apostasy and desertion of any partner to a foreign country holds a partnership dissolved.[14] The reason why an apostasy and desertion to a foreign country by any partner is the grounds of dissolution of a partnership is that, an accused of apostasy under Islamic Law must be sentenced to death, thus a dead cannot hold a share of a partnership business. However, if the accused of apostasy is not sentenced yet or he escaped to a foreign country, still it is equivalent to death.[15]

v) Bankruptcy of a partnership constitutes its dissolution. The reason why a bankruptcy is one of the grounds of dissolution of a partnership is that, the purpose of a partnership is to make profit, which is shared by the partners. Thus, there is no point of continuing a partnership business if it is already bankrupt.

vi) Any other circumstances whereby the courts of Shari’ah may deem it just and equitable to dissolve any partnership firm, the partnership will be dissolved.

Dissolution Under Saudi Arabia And Omanian Laws

The provision relating to the dissolution of a partnership business in Saudi Arabia and Oman are provided under Article 35 of the Saudi Companies Regulations 1931 and Articles 41 and 42 of the Omani Commercial Companies Law 1974 respectively.

By the virtue of the Act 35 of the Saudi Companies Regulations 1931, a general partnership can be dissolved by the withdrawal of any partner from the partnership, if its term is not specified.[16] Thus, Article 35 expressly provides that, a withdrawal by any partner is a ground reason for dissolution if the partnership is not for a fixed period, but it is presumed that if the withdrawal happened to be in a partnership for a fixed period, Article 35 will not be applied and therefore, the partner should be liable for a breach of contract. Thus, it is very clear in the Articles 41 and 42 of the Omani Commercial Companies Law, 1974, read:

“…the partnership shall be dissolved upon the withdrawal of one of its partners.”[17] Here the partnership means a partnership for an indefinite period. Thus, a withdrawal from a partnership for an indefinite period does not constitute a breach of contract.[18] On the contrary, if a withdrawal happens in a partnership for a fixed period, the withdrawal constitutes, as a breach of contract and thus, the partner is liable for breach of contract.[19]

The Position In Egypt

The circumstances of the dissolution of a partnership business under the Egyptian law are provided under the Civil Code of Egypt. Thus, a partnership shall be dissolved upon the happening of any of the following circumstances:[20]

i) An agreement between the partners to dissolve the partnership.

ii) Expiration of agreed time, or completion of the project for which the partnership was formed; or

iii) The total loss of the capital of the business, or

iv) The death, insolvency or bankruptcy of any partner unless the other partners agreed otherwise (to continue the partnership by the remaining partners) or

v) In an unlimited period partnership, the retirement of any partner there to, and

vi) By an order of the court on the grounds of non performance of any partner of his obligation

The Position In Pakistan

There are also a number of circumstances provided by the partnership Act 1932 of Pakistan whereby a partnership can be dissolved, of which most are similar to the provisions under the Partnership Acts of the U.K. and Malaysia.

These circumstances could be seen as follows:

i) Dissolution by an agreement between all the partners, which may either be during the formation of partnership or during the course of business;[21] or

ii) By compulsory dissolution, like an adjudication of all the partners or of all partners but one as insolvent; or by happening of an illegality in the business;[22] or

iii) Subject to contract between the partners, a partnership is dissolved: • By the expiry of the term, if it was for a fixed period or • By completion of single adventure or undertaking it. • By the death of any partner, or • By the bankruptcy of any partner; or

iv) By the notice of any partner, should it be a partnership at will;[23] or

v) By the court order, a partnership may be dissolved in the following circumstances:[24]

• By insanity of any partner, or • By permanent incapacity of any partner; or • By the charged of the whole or part of the partnership property; or • By poor condition of the business; or • By any ground that the court may deem it just and equitable to dissolve.

In Pakistan, the laws on the dissolution of partnership are even though basically similar to the laws of the commonwealth countries like Malaysia, U.K., India etc. which are not contrary to the basic principles of Islam. At present, it is observed that despite the fact Pakistan does apply the Islamic Laws in many aspects, the partnership Act 1932 does not contain the apostasy and desertion to a foreign country as one of the ground of dissolution of partnership firm.

Dissolution Under The U.K. And Malaysian Laws

As we know, the Malaysian Partnership Act (1961) is based on the U.K.’s Partnership Act (1890) as mentioned in the Civil Law Act (1956).

“In all questions or issues which arise or which have to be decided in the states of West Malaysia… with respect to the law of partnerships,… the law to be administered shall be the same as would be administered in England…”[25]

A ‘partnership business’ is defined as below: “… the relation which subsists between persons carrying on a business in common with a view of profit”[26]

The relationship referred to is contractual and the contract may either be expressed or implied.

Thus a partnership may be dissolved mainly in three situations:

1. Without an order by the court

2. by the court order; or

3. by an order of arbitrator.

1. Dissolution Other than by the Court

There are eight circumstances whereby a partnership business can be dissolved automatically without an order by the court. They are as follows:

i) By expiration of period

S. 34(1) of the Malaysian Partnership Act (1961) says:

“Subject to any agreement between the partners, a partnership is dissolved: if entered into for a fixed term by the expiration of that term”.[27]

It is a common practice that, a partnership may be for a fixed term (e.g. Five years, ten years etc.) in which case it will automatically be dissolved once the fixed time expires. In a case whereby both partners mutually agree to continue their partnership after the actual expiration of time, S. 27 of the U.K’s Partnership Act provides that, the rights and duties of the partners remain the same as they were at the expiration of the term.[28] In Stekel V. Ellice[29]

“E” was taken a salaried partner by “S” for a fixed period of six months. At the expiration of the fixed period, the parties decided to continue for a further sixteen months on the same term as before. The question here, whether such continuation was valid or not. It was held that S. 27 of the Act applied and the rights of the partners remain as they were at the end of the fixed term.

ii) By termination of single adventure or undertaking

S. 34 (1) (b) of the Malaysian Partnership Act says:

“Subject to any agreement between the partners, a partnership is dissolved if entered into for a single adventure or undertaking, by the termination of that adventure or undertaking.”

A partnership may sometimes be for a single adventure, such as to build a house or a block of flats or to undertake a construction of a particular drain. In all these cases, the partnerships terminate upon the completion of these buildings and constructions and cannot be dissolved by notice before its completion.

iii) By Notice

A partnership can also be dissolved by any partner by giving a notice to the other partner(s) of his or her intention to dissolve the partnership, should that particular partnership agreement initially be for an indefinite time.

S. 34 (1) (C ) of the Malaysian Partnership Act says:

“Subject to any agreement between the partners, a partnership is dissolved if entered into for an undefined time, by any partner giving notice to the other or others of his intention to dissolve the partnership”.

In the absence of any expressed agreement to the contrary, a partner may serve a notice of dissolution to his partners. The dissolution however, takes effect from the date stated in the notice or the date of communication of notice should not at all be mentioned in it. Moreover, unless otherwise agreed by the partners, the notice must be served on all partners, and once it has been served, it cannot be withdrawn until and unless all the partners agreed to it.[30] In Low Pui Heng V. Tham Kok Cheong ors.[31] The plaintiff in this case was an illiterate old lady and the three defendants were her partners of a firm.

Without giving a notice to her, the three defendants incorporated a company to take over the business and assets of the firm as a going concern. The question here was whether in such a situation the above said partnership could be dissolved or not?

The High Court held that, the notice must be served to all partners, and as the defendants failed to serve the notice of dissolution, in this case the dissolution did not materialize.

Similarly, the Federal Court decided in Tan Mooi Liang V. Lim Soon Seng[32] that, a firm can be dissolved by any partner by giving notice of his intention to do so to all of the other partners, provided that there is no agreement to the contrary among them.

iv) By Death

Unless and until there is an agreement otherwise, a partnership business is dissolved by the death of any of the partners. The dissolution takes effect from the date of the death.[33] S. 35(1) of the Malaysian Partnership Act provides:

“Subject to any agreement between the partners, every partnership is dissolved as regards all the partners by the death… of any partner.”[34]

In a circumstance whereby it is provided that on the death of the partner, the representative of the deceased partner may continue the business, the dissolution will not take place as seen in Pearce V. Chamberlain.[35]

v) By Bankruptcy

A partnership can also be dissolved on the ground of bankruptcy of any partner, unless there is an agreement to the contrary. S. 35(1) of the Malaysian Partnership Act provides:

“Subject to any agreement between the partners, every partnership is dissolved as regards all the partners by the …. Bankruptcy of any partner”[36]

It is also important to note the remark made by Cussen J. in Lee What Kay V. Official Assignee (1941) MLJ 25:

“Bankruptcy does not itself effect dissolution but is a ground on which the court may order dissolution. The partnership continues to exist until an order of dissolution is made.”[37]

However, the operation of dissolution commences from the date of the bankruptcy.[38] Moreover, the estate of a bankrupt is not liable for any debt incurred thereafter.[39]

vi) By Charge

As regards to the circumstances whereby a partner charges his or her share to secure a separate judgement debt, this will not operate to dissolve the partnership at the option of the other partners. Hence, it is not an automatic one.

S. 35 (2) of the Malaysian Partnership Act, provides:

“A partnership may, at the option of the other partners, be dissolved if any partner suffers his share of the partnership property to be charged under this act for his separate debt.”[40]

Thus, a mere charge of the property of the partnership is not a ground of dissolution of partnership unless all the other partners agreed to dissolve it. The option of the partners, however, must be exercised within a reasonable time as in Anderson V. Anderson (1857) 25 Bear, 190, Scarf v. Jardine (1882) 7 app. As 345. 360-361, and see Re Longlands farm (1968) 2AER 552.[41] It is again pointed out that, the ground of a charge to dissolve the partnership is subjective and not automatic.

vii) By Express Clause

Any circumstances like handicap or other physical incapacity, insanity, incompatibility of temperament or dishonesty (be it outside or inside the business) may be an expressed clause in the articles, and can be a ground for dissolution of the partnership without the intervention of the court. In Peyton v. Mindham,[42] a clause in a medical partnership deed stated:

“In the event of either partner being incapacitated from performing his fair share of the work of the practice for more than nine consecutive months, for a total of more than 300 days during any period of twenty- four calendar months, or if he becomes lunatic or committed any gross or persistent breach of the clause herein contained, or shall willfully neglect the practice or do suffer anything whereby the interest of the partnership shall be or shall be in danger, being seriously injured or prejudiced, or if his name shall be removed from the medical register… it shall be lawful for the other by notice to determine the partnership.”

Even though, the provisions for the above-said circumstances are not expressly mentioned neither in the Malaysian nor in the U.K.’s Partnership Act, but the above-said circumstance can be business based on the doctrine of judicial precedent as the decision in Peyton v. Mindham.

viii) By Illegality

Sometimes, a partnership may become illegal by various means. In such circumstances, that partnership will automatically be dissolved and thus, the partners are unable to carry out the business of the firm. S. 36 of the Malaysian Partnership Act, says:

“A partnership is in every case dissolved by the happening of any event which makes it unlawful for the business of the firm to be carried on or for the members of the firm to carry it on in partnership.[43]

For instance, “A”, a solicitor in a partnership is subsequently struck off the roll by the disciplinary tribunal. In such a situation, the partnership is automatically dissolved. In Hudgell Yeates & Co. v. Watson,[44] the fact that one of the partners failed to renew his practicing certificate rendered the partnership illegal under S. 34 of the U.K’s Partnership Act, and the partnership was automatically dissolved.

There are some other circumstances whereby a partnership becomes illegal:

a) Whereby any partner becomes an enemy of the other partners, and b) Whereby the purpose of forming the partnership is illegal.[45]

Thus, Buckly J. in Dungate v. Lee[46] said:

“A contract of partnership is illegal if the purpose for which it is intended to be performed is illegal or if it is the intention of the parties that is should be attained in an illegal way…”[47]

2. Dissolution by the Court Order

The courts, which have original jurisdiction in England and Wales to dissolve a partnership business are the High Court, the Country Court and in the case of insanity of a partner, the Court of Protection, which has the power to delegate the jurisdiction on behalf of the patient for a dissolution of a partnership business of which, he is a member or his committee (24) or next friend or person having title to intervene as by any other partner. The enforcement of dissolution of a firm, the action must be begun by writ and not by originating summons.[48]

There are circumstances whereby a partnership business may be dissolved by the court order. They are as follows:

i) Mental Disorder

S. 37 (a) of the Malaysian Partnership Act, provides:

“On application by a partner, the court may decree a dissolution of the partnership: When a partner is found lunatic or is shown, to the dissatisfaction of the court, to be permanently unsound mind….”[49]

The disorder of the partner must be of a permanent character[50] and not a temporary one. When the judge, after considering medical evidence is satisfied that, the patient is incapable by reason of his mental disorder of managing his property and affairs, he may exercise his power of decree of dissolution.[51] But if the court believes that there is a hope for the recovery of the mental disorder of the partner, the court may not dissolve the partnership, as seen in Jones v. Noy.[52]

Mental disorder is however, only a ground for dissolution due to the permanent capacity of the insane partner to relieve him from his duties, but it does not per se dissolve the partnership,[53] as seen in Wrexham v. Huddleston.[54]

ii) Permanent Incapacity

Although, mental disorder affords the most common illustration of the application of this principle, the principle is not confined within such circumstances. Thus, the court may dissolve a partnership business when a partner becomes in any other way permanently incapable of carrying on his part of the partnership business.[55] S. 37(b) of the Malaysian Partnership Act, provides:

“On application by a partner the court may decree a dissolution of the partnership when a partner suing becomes…permanently incapable of performing his part of the partnership contract.[56]

In Whitwell V. Arthur (1865) 35 Bear, 149, the plaintiff sought a dissolution of his partnership with the defendant in the consequence of the latter being incapacitated by a paralytic attack from carrying on his duties as a partner, and would have obtained a dissolution had not the medical evidence showed that, the defendant’s health was improving, and that his incapacity was perhaps only temporary.

iii) Conduct Prejudicial to the Business

It is also a ground for a court to dissolve a partnership business, when a partner has been guilty of any conduct as in the opinion of the court.

S. 37 (c ) provides:

“On application by a partner the court may decree a dissolution of the partnership when a partner other than the partner suing, has been guilty of such conduct as, in the opinion of the court…. to the nature of the business is calculated to prejudicially affect the carrying on of the business.”[57]

Thus, in Essell v. Hayward[58] it was held that, one of the partners had become guilty of a criminal breach of trust, thus the co-partner had the right to have the partnership business dissolved.[59]

It is to be noted that the conduct of which complaint is made is not necessarily be connected with the partnership business, but it is necessary that it should be of such a nature, as having regard to the particular business or firm.[60]

iv) Breach of Partnership Agreement:

It is also a ground for the court to dissolve a partnership when a partner purposely commits a breach of the partnership agreements, or such a conduct committed by any partner relates to partnership business that it is impossible for his co-partners to carry on the business with him.[61] S. 37 (d) of the Partnership Act, provides:

“On application by a partner, the court may decree dissolution of the partnership… when a partner, other than the partner suing, willfully or otherwise so conducts himself in matters relating to the partnership business, that it is not reasonably practicable for the other partner or partners to carry on the business in partnership with him.”[62]

To invoke the above-said ground, the partner must prove that the breach was purposely and not merely trivial.[63] The court also may dissolve the partnership on the ground of state of animosity among the partners, which destroys the basis of mutual confidence,[64] or neglect to account for many received[65] or payment of private debts with money received by the firm[66] or refusal to account and taking away the firm’s books.[67]

v) Poor Business

In every partnership, the expectation of profit is implied. Eventually, if it is observed that the partnership business can only be carried on at a loss, the attainment of the common end with a view to which the partnership formed into, has become impossible. Thus, in such circumstances, the court may decree dissolution of the partnership business.[68]

S. 37 (e) of the Malaysian Partnership Act, says:

“On application by a partner the court may decree a dissolution of the partnership...when the business of the partnership can only be carried on at a loss.”[69]

Every partnership business is initially formed with the view of profit. If eventually the business is becoming poor and losing money continuously, then any partner can apply for dissolution. However, if the poor situation of the business is only of a temporary nature and not a permanent one, or if the firm suffers a setback due to poor management or sickness of a partner, then in such a circumstance, the court may not grant the decree of dissolution, as seen in Handyside v. Campbell.[70]

vi) The Dissolution Being Just and Equitable:

The Partnership Act empowers the court to dissolve a partnership in any circumstance, whereby the court deems it just and equitable to do so.

S. 37 (f) of the Malaysian Partnership Act, provides:

“Whenever in any case circumstances have arisen which in the opinion of the court, render it just and equitable that the partnership be dissolved.[71]

It is quite impossible to specify all the circumstances and situations, which would enable the court to decree dissolution of a partnership business on the wide ground that, it is just and equitable.

But on the analogy of a similar provision in S. 222 of the Companies Act 1948, (U.K.), the words would probably be held not to be limited to circumstances “ejusdem generis” with the other ground set out in S. 35(f) of the Partnership Act, (U.K), and S. 37 (f) of the Partnership Act, (Malaysia) on which the court may order dissolution[72] as in Ebrahimi V. Westbourne Galleries LTD.[73]

It is also to be noted here that, even though the court has been empowered to dissolve a partnership business in any circumstance whereby the court deems it just and equitable, the court ought not to fetter itself by any right rules[74] and any case or circumstance, whereby it is no longer reasonable practicable to attain the object, with a view to which the partnership was formed or to carry out the partnership agreement according to its terms (see Harrison v. Tennant).[75]

3. Dissolution by Order of Arbitrator

Sometimes, there may be an arbitration clause in the partnership deed, which provides that all matters in dispute between the partners must be referred to arbitration. Thus, the arbitrators are empowered to dissolve the partnership as in Russell v. Russell (1880) 14 Ch. 471.[76]

In Belfield V. Bourne[77] a deed of partnership states that: ”. “if during the continence of the partnership or at any time afterwards any difference should arise in regard to the contraction of any of the articles herein, or to any other matter or thing relating to the said partnership of the affairs thereof the difference should be referred to the arbitration

In this case, one of the partners claimed the return of paid-sum, while the other partner applied for the action to be stayed and the matter to be referred to arbitration.

It was held that, the application should be granted based on the terms of the partnership deed and thus, the arbitrator had the power to award dissolution.[78]

But, any award made by the arbitrator can still be challenged in the court on the question of law. The chancery Division, in Olver v. Hillier[79] held that, the action would not be stayed because the power to dissolve a partnership business was expressly given to the court and not to the arbitration under S. 35 (d) and (f) of the Partnership Act, (U.K.), which was the ground for dissolution contended for.[80]

The Position In Australia And New Zealand

Generally, in Australia and New Zealand, a partnership can be dissolved in many grounds, unless otherwise there is an agreement among the partners. The grounds of dissolution are as follows:

i) By expiration of notice;[81] or

ii) By retirement from partnership at will,[82] or

iii) By operation of law;[83] or

iv) By bankruptcy, death of any partners or by the charged of the partnership property;[84] or

v) By the court order in the following circumstances of any partner:[85]

a) Mental infirmity; or b) Permanent incapacity; or c) Prejudicial conduct; or d) Willful or persistent breach; or e) Loss-making business; or f) Just and equitable relief.

Upon the above circumstances, a partnership is dissolved. And as its effect, there must be a settlement of partnership accounts, with or without argumentation by new partners. That settlement will normally follow an agreed or arbitrated valuation of the partnership business and an arrangement for the payment of its liabilities.[86] In other situations, the partners or receiver appointed either by an agreement between them or by the court, will liquidate assets, settle accounts and make up deficiencies or distribute the surplus, should any, in accordance with the statutory provisions, unless and until they have been altered by an agreement between the partners.[87]

Final Remarks

As far as the general principles of the dissolution of partnership business are concerned, there are not many differences between the above-mentioned different laws and statutes. Nevertheless, there is a conflict between the Islamic Law and other laws on the apostasy and desertion to a foreign country as one of the grounds of dissolution of partnership business. Islamic Law however, recognizes the apostasy and desertion to a foreign country as one of the grounds for dissolution of the partnership[88], while the other laws oppose it.

----------------------- [1] Nabil A. Saleh, Unlawful Gain and Legitimate Profit in Islamic Law, Riba Gharar and Islamic Banking, Cambridge Univ. Press, Cambridge, 1986, p. 91. [2] Such as Prof. Dr. A. Rahman Idoi, Dr. Liaqat Ali Khan Niazi, etc. [3] See A. Rahman I.doi, Shari’ah: The Islamic Law (1984) Second reprinted by A.S. Noordeen, Kuala Lumpur, in 1990 PP. 364ff, Dr. Liaqat Ali Khan Niazi, Islamic Law of Contract, (1990) p. 156. [4] A. Rahman I.doi, Loc. cit., p. 365. [5] The Hedaya, (Trans.) Charles Hamilton, The Hedaya Commentary on the Islamic Laws, Vol.

II, Kitab Bhaban, India, (1985) p. 328. See also Mohd. Nejatullah Siddiqi, Partnership and Profit Sharing in Islamic Law. The Islamic Foundation, U.K. (1985) p. 93. [6] This view is unanimously accepted by Hanafi, Shafii and other scholars of Islamic Jurisprudence, See Mohd. Nejatullah Siddiqi, loc. cit. [7] Ibn Qudama, Vol. 5, p. 134, as cited in Mohd. Nejatullah, op. cit., p. 95. [8] Kasani, Vol. 6, p. 78, as cited in Mohd. Nejatullah, op. cit., p. 93. [9] A.B.M. Hossain, Commercial Laws in Islam, Islamic Foundation Bangladesh, (1983) p.

41. [10] Mohd. Nejatullah, op. cit., p. 81. [11] The Mejelle, Art, 1353. [12] Al-Mughni, V. 58, as cited in Noel J. Coulson, Commercial Law in the Gulf States, Graham & Trotman, U.K. (1984) p. 76. [13] See 2nd para of the Art. 1352 of The Mejelle. [14] The Hedaya, op. cit., p. 328. [15] Ibid. [16] As quoted in Coulson, op. cit., p. 80. [17] Ibid. [18] See Art. 42 of the Omani Commercial Companies Law 1974 as quoted in Coulson, op. cit. p. 80. [19] Ibid. [20] For (i) to (vi) see Article 526-31 of the Egyptian Civil Code (no date is mentioned by Michael) as cited in Michael H.

Davies, Business Law in Egypt, Kluwer, Netherland, (1984) p. 144. [21] See S. 40 Partnership Act 1932, Pakistan. [22] Id., See S. 41 (a) (b). [23] Id. See. 43 (1) (2). [24] Id., See S. 44 (a) to (b). [25] Civil Law Act (Malaysia) 1956, S. 5(1). [26] Partnership Act (Malaysia) 1961, S. 3(1). [27] See also S. 32, Partnership Act, 1890, U.K. [28] Caroline Harmer (et. al.) Practical Partnership (1st Ed.) Oyes Longman Publishing Ltd, London, (1982) p. 50. [29] (1973) 1 WLR 191 as cited in Caroline, Loc. cit.

[30] Peter Koh Solon Kwang, The Law of Partnership in Singapore and Malaysia, (2nd Ed.) Professional Pubs, Singapore (1984) p. 54. [31] As cited in Peter Koh, loc. cit. [32] Ibid. [33] Denies, op. cit. p. 44. [34] See also S. 33(1), Partnership Act, (U.K.), 1890. [35] (1750) 2 Ves Sen, 33, as cited in Peter Koh, op. cit., p. 55. [36] See also S. 33 (1), Partnership Act, (U.K.) 1890. [37] As cited in Peter Koh, op. cit. p. 56. [38] Denis, op. cit, p. 56. [39] Peter Koh, op. cit., p. 56. [40] See also S.

33(2), Partnership Act, (U.K.) 1890. [41] As cited in Ernest H. Scalnell, Lindley on the Law of Partnership, (15th ed.) Sweet and Maxwell, London, (1984) p. 695. [42] (1971) 3 AER 1215 as cited in ER Handy Ivamy, Underhill as Principles of the Law of Partnership (11th Ed.) Butterworths, London, (1981) p. 76. [43] See also S. 34, Partnership Act, (U.K.) 1890. [44] (1978) WLR 661 as cited in Caroline, op. cit., at 51. [45] Peter Koh, op. cit., pp. 56-57. [46] (1969) ICG, d 45 as cited in Peter Koh, Loc. cit,, p.

57. [47] As quoted in Peter Koh, Loc. cit. [48] Ernest op. cit. p. 57. [49] S. 37(a), Partnership Act (1961), Malaysia. [50] Peter Koh, op. cit. p. 57. [51] See also S. 35(a), Partnership Act, (U.K) and S. 103, Mental Health Act, 1959, (U.K.) as cited in Denis, op. cit., p. 45. [52] (1833) 2 MY & K. 125 at 129. [53] Peter Koh, op. cit., p. 58. [54] (1734) I Swan 514; as cited in Peter Koh, loc cit. [55] Ernest, op. cit. [56] See also 35(b), Partnership Act, (U.K.), 1890. [57] See also S. 35 (c ), Partnership Act, (U.K.) 1890.

[58] (1860) 30 bear, 158, as cited in Ernest, op. cit, p. 703. [59] Ernest, loc. cit. [60] Ibid. [61] Ernest, op. cit. m p. 704. [62] See also S (35(d), Partnership Act (U.K.) 1890. [63] Peter Koh, op. cit. p. 60. [64] See Baxtrer v. West (1860) I Drew & Sm. 173. [65] See Cheesman v. Price (19865) 35 Bear 142. [66] See Smith v. Jeyes (19841) 3 Bear 503. [67] See Sharon v. Poulter (1753) 19 ves. 148. [68] Ernest, op. cit. p. 706. [69] See also S. 35(a), Partnership Act, (U.K.) 1890. [70] (1901) 17 TLR 623 as cited in Peter Koh op. cit. p.

60. [71] See also S. 35(f), Partnership Act, (U.K.) 1890. [72] ER Hardy, op. cit. p. 80. [73] As cited in ER Hardy, loc. cit. [74] See for example Amalgamated Syndicate (1897) 2 Ch. 600 as cited in Ernest op. cit. p. 707. [75] (1856) 21 Beav. 482, as cited in Ernest, loc. cit. [76] As cited in Peter Koh, op. cit. p. 57. [77] (1849) I Ch. 521, 69, LT 786 as cited in ER Hardy op. cit., p. 80. [78] ER Hardy, loc. cit. [79] (1959) 2 AER 220. [80] See ER Hardy op. cit. p. 80. [81] See S. 32, North South Wales No.

11, 1962, S. 36 Victoria, No. 6853, 1962, S. 32 South Australia, No. 57, 1963, S. 35, N.Z. and S. 37 Australian Capital Territory No. 12, (1963) as cited in Keith L. Fletener, The Law of Partnership in Australia and New Zealand, (6th ed.). The Law Book Co. LTD, Sydnes, (1991) p. 207. [82] S. 25, NS.W loc. cit. S. 38, vic. loc. cit. S. 39 A.C.T. loc. cit. and S. 29, N.Z. loc. cit. as cited in Keith, loc. cit. p. 208. [83] S. 35 NS.W loc. cit. S. 38 Vic. loc. cit. S. 39 A.C.T. loc. cit. and S. 37 loc. cit. as cited in Keith, op. cit. p.

211. [84] S. 33 NS.W loc. cit. S. 38 loc. cit. and S. 36 N.Z. loc. cit. as cited in Keith, op. cit. p. 214. [85] S. 35 NS.W, loc. cit. S. 340 Act loc. cit. and S. 38 N.Z. as cited in Keith, op. cit. pp. 216ff. [86] Keith, loc. cit. [87] Ibid. [88] See The Hedaya, op. cit. p. 328.