i. Partnership is a form of business association that requires pooling of resources together.

Required:

State SIX clauses that should be included in a Partnership Deed. (7 Marks)

ii. Ade, Uzo and Yemoh formed a partnership to carry on trade in palm produce. The other partners mandated Yemoh to be in full control in the running of the partnership. The partnership suffered losses and incurred debts of ₦3,000,000. Ade and Uzo are refusing to pay part of the debts, saying they were not involved in the management of the firm. Yemoh has come to you for advice.

Required:

Advise Yemoh on the legal action, if any, he could take to recover contribution from Ade and Uzo. (6 Marks)

i. Six Clauses in a Partnership Deed:

  1. Name of the Partnership: The official name under which the partnership will operate.
  2. Nature of Business: The specific activities or business the partnership will engage in.
  3. Capital Contribution: The amount and nature of capital each partner will contribute.
  4. Profit and Loss Sharing Ratio: The ratio in which profits and losses will be distributed among the partners.
  5. Duties and Responsibilities of Partners: A detailed description of each partner’s roles and responsibilities.
  6. Dispute Resolution Mechanism: Procedures for resolving disputes that arise among partners.

ii. Advice to Yemoh:

Yemoh can take legal action to enforce the partnership agreement if Ade and Uzo had agreed to share liabilities for the partnership’s debts. The liability of partners in a general partnership is usually joint and several, meaning each partner is individually responsible for the entire amount of the partnership’s debts. Yemoh could claim the contributions owed by Ade and Uzo as per their partnership agreement, especially if there is a clause in the partnership deed that specifies shared liability for debts, regardless of management involvement. If there is no partnership deed, general partnership law would still hold them liable for the debts incurred by the partnership.

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