Guide for Legal Aspect FINAL assignment Please follow all information given here to achieved best results Task 1 1. Sole trader- please just explain briefly about sole trader and risks. 2. Unlimited partnership- again explain briefly just mention in a few words about unlimited partnership 3. Limited Liability Partnership- again just mention in a few words that a Limited Liability Partnership is a hybrid between a partnership and a limited company. Partnership Act 2000 and the regulations made under that Act. Many provisions of the Companies Act 2006 also apply to LLPs. LLP “will have the internal flexibility of a partnership with external obligations equivalent to those of a company”; Limited liability; Corporate personality; Partnership flexibility. A separate legal entity conferring full limited liability on its members. Created by registration at Companies House- refer to section 2(1) 2000 LLP Minimum two members, but there is no upper limit. At least two members must be named as ‘designed members’, who accept responsibility for sending information to Companies House for registration, etc. All these ones must be covered in Task 1 and should be about 40% of all assignment. Task 2 In these task focus on Unlimited Partnership, Partnership Act 1989, section 24 Partnership Contracts, section 5 Partnership Act 1890. Unlimited Partnership should cover 50% of all assignment. Key features of the Unlimited Partnership (your essay must cover these points!!!!!!) ● Exists purely because of a contractual relationship – go through section 1 Partnership Act 1890, business, in common view to profit. ● The partners are the firm. Unlike the LLP there is no separate legal existence. ● Partners have joint several liability. ● All partners exposed to unlimited liability. ● Partners are generally free to agree whatever they wish, but ● In absence of agreement to the contrary, s. 24 of the Partnership Act 1890 sets out 9 terms which are implied to the contract. ● Ss. 28-30 PA 1890 set out three fiduciary duties which partners own to each other. ● Liability of partners to those outside the firm is based on the law of agency. Refer section 5 Partnership Act 1890, section 10 Partnership Act 1890. ● S. 1 PA 1890: “Partnership is the relation which subsists between persons carrying on a business in common with a view of profit”. ● A company can be a member of the partnership (in partnership with other companies or a natural person). ● S. 45 of PA 1890, The expression “business” includes every trade, occupation, or profession. Please use case Khan v Mia [2000]1 WRL 2123!!!!!! ● A person must carry on the business in common with the other partners ● A person will not be partner merely on account of working for the firm. (Please use case Saywell v Pope [1979]) ● Partnership should intend to make profit which can be shared by the partners (Please use case Golf Club v Penman 1934 SLT 247) ● Whether or not a partnership exists will always depend upon whether or not the definition in s. 1(1) is fulfilled (Please use case Cox v Coulson [1916]) Please mention those sentences in assignment to achieve better marks!!!!!!!! They are very important!!!!!!!! Please cover properly “Liability of Partners and section 9 Partnership Act 1890 and section 12” you can explain in your own words but need to cover properly!!!! Please just mention about PARTNERSHIP AGREEMENT Very very important cover “Partner’s relationship with each other and how section 24 Partnership Act 1890 works”!!!!!!!!!!!!! Please use case Byrne v Reid !!!!! Just briefly cover section 24(5,7, and 1) and Partnership property. Very very important Partner’s fiduciary duties and cover please from section 28 till 30 Make sure you mention this sentences: ● Partners cannot contract out of these fiduciary duties. ● Although partners cannot contract out of their fiduciary duties it is a defence to a breach of fiduciary duties to say that the breach was consented by the other partners. ● S28. Partners are bound to render true accounts and full information of all things affecting the partnership to any partner or his legal representatives. Please use case Law v Law [1905] Ch. 140 and case Hogar Estates Ltd v Shebron Holdings Ltd [1980] 101 DLR ● S29. (1) Every partner must account to the firm of any benefit derived by him without the consent of the other partners from any transaction concerning the partnership, or from any use by him of the partnership property name or business connection. Please use case Pathirana v Pathirana [1967] UK ● S30. If a partner without the consent of the other partners, carries on any business of the same nature as and competing with that of the firm, he must account for and pay over to the firm all profits made by him in that business. Please use case Trimble v Goldberg [1906] Just mention please What does section 5 PA 1890 mean? You can use case Mercantile credit v Garrod [1962] 3 ALL ER 1103 but just mention please!!!! Hopefully this conspectus will help you to do assignment properly to achieve good marks, please follow all roles and I’m expecting strong recourses as well. Don’t forget bibliography!!!!!!! And please very important word limit, they are very strict on words so please make sure 3000 words no more!!!!!!