Ade and Tola entered into a partnership for the sole purpose of importing cars with an engine capacity of 6-horsepower. The government has just passed a law banning the importation of cars of more than 4-horsepower. Recently, one of the partners in the firm died after the registration of the partnership. The surviving partner intends to introduce a rich man who is interested only in investing his money in the business of the firm but not in its management.

Required:
Examine the effects of the following on the partnership:
i. The law passed by the government.
ii. The death of one of the partners immediately after the registration of the firm.
iii. The status of the new partner who is interested only in investing his money in the business of the firm and not in the management.

i. Effect of the Government Law
The new law banning the importation of cars with an engine capacity of more than 4-horsepower directly impacts the partnership’s sole business activity, as their focus was on importing 6-horsepower cars. This regulatory change may render the partnership’s business purpose illegal, requiring the partners to either dissolve the partnership or modify its business scope to comply with the law. If not modified, the partnership risks legal penalties for operating in violation of the new regulation.

ii. Effect of the Death of a Partner
Under general partnership law, the death of a partner typically leads to the dissolution of the partnership unless otherwise specified in the partnership deed. In this case, since one partner died shortly after registration, the partnership would automatically dissolve unless provisions in the deed allow the surviving partner to continue the business or reconstitute the partnership with new terms.

iii. Status of the New Partner (Investor Only)
The new individual intending to invest without participating in management would likely be classified as a limited or sleeping partner. Such a partner contributes financially to the firm but does not engage in its day-to-day operations or management decisions. This type of arrangement can limit the investor’s liability to the amount of their investment in the partnership, protecting them from further liabilities arising from the firm’s operations.