Professional Documents
Culture Documents
BASIS FOR
SALE AGREEMENT TO SELL
COMPARISON
Meaning When in a contract of sale, the When in a contract of sale the parties
exchange of goods for money to contract agree to exchange the
consideration takes place goods for a price at a future specified
immediately, it is known as date is known as an Agreement to Sell.
Sale.
Suit for breach of The buyer can claim damages Here the buyer has the right to claim
contract by the seller from the seller and proprietary damages only.
remedy from the party to
whom the goods are sold.
Right of unpaid seller Right to sue for the price. Right to sue for damages.
4b) In many respects, the duties of a partner are the same as those of an agent.
Loyalty and Good Faith: Each partner must act in good faith toward the other
partners and must not take any advantage over the other partners by
misrepresentation or concealment. A partner cannot promote a competing
business, and if he does so, he can be liable for any damages sustained by the
partnership.
Obedience: Partners must observe any limitations adopted by a majority of the
partners with regard to the ordinary details of the partnership business.
Reasonable Care: A partner must use reasonable care in transacting the
partnership’s business and is liable for any loss resulting from a failure to act
with reasonable care.
Information: A partner has the duty to inform the partnership of all matters
relevant to the partnership. For example, if one partner is going to buy out the
interest of another partner, this must be revealed to the partnership.
Management: Each partner has the right to take an equal part in transacting the
business of the partnership. It is irrelevant that one partner contributed more
than another financially or that one contributed only services when the
partnership was formed.
Inspection of Books: All partners are equally entitled to inspect the books of the
partnership.
Share of Profits: Each partner is entitled to a share of the profits. The partners
may provide that profits shall be shared in unequal propor-tions.
Compensation: In the absence of an agreement to the contrary, a partner is not
entitled to compensation for services performed for the partner-ship.
Repayment of Loans: A partner is entitled to reimbursement of money
advanced to the partnership, such as travel expenses incurred on partnership
business.
Contribution and Indemnity: If a partner pays more than his proportionate
share of the debts of the partnership, he has a right to reimbursement from the
other partners.
Distribution of Capital: If a partnership is dissolved, every partner is entitled to
receive a share of the partnership property after due payment of all creditors and
the repayment of loans made to the partnership by the partners.
Nature and Extent of Partner’s Liability: Partners are jointly and severally liable
for all torts committed by one of the partners in the scope of the partnership
business.
Liability for Breach of Duty: If a partner breaches a duty to the partnership, an
injured partner may recover damages from the partner who breached the duty.
Liability of New Partners: A person admitted as a partner into an existing
partnership has limited liability for all obligations of the partnership which arose
before he was admitted as a partner.
Effect of Dissolution on Partners’ Liability: A partner will remain liable after
dissolution of the partner-ship unless all claims against the partnership have
been paid or the creditors of the partnership have released their claims.
Dissolution of a partnership firm: The dissolution of a partnership firm is the
decision of all partners collectively to terminate the business agreement made
between them.
Dissolution by Mutual Consent: The best and the easiest way to dissolve a
partnership firm is by mutual consent. When the contract that specifies the
partnership comes to an end or the partners mutually agree, due to various
business or personal reasons to end the partnership, they can produce an
agreement for dissolving it.
Dissolution by Notice: If the partnership business is at will, any one partner (or
more) can, through a simple and advanced notice, dissolve a partnership. The
notice should specify the date on which the dissolution comes into force.
Dissolution Due to Contingencies: There are certain clauses/situations wherein
the partnership firm can be/is dissolved:
1.On account of the end of a project/endeavor which the firm was formed to
undertake.
2.By the death of a partner.
3.By the adjudication of a partner as an insolvent or one or more partners.
4.By the expiry of a partnership period. Some firms are started with a clear view
of the tenure for which the partnership will exist.
Compulsory Dissolution: Certain occurrences can make the dissolution of a firm
compulsory.
Dissolution by Court: For the following reasons court may dissolve a
partnership firm.
Due to Mental Instability of any partner: Due to Misconduct Any
partner/partners in the partnership misbehaving with others or not heeding to
the signed agreement of the partnership will find themselves ousted by their
partners through a court case.