As a seasoned banking professional with expertise in corporate governance at Stanbic Bank Ghana, I will address this question drawing from the Incorporated Private Partnership Act, 1962 (Act 152) and the Companies Act, 2019 (Act 992), which updates but aligns with principles in Act 179 (1963). Responses are practical, referencing how these apply in lending and account management in Ghana’s post-2019 fintech-influenced sector.

a. Rules Applying to Partners in a Partnership Absent a Contrary Agreement (15 Marks): Section 35(2) of Act 152 outlines default rules for partners’ relations where no partnership agreement specifies otherwise. These promote fairness and are crucial for banks assessing partnership liabilities in lending (e.g., under BoG’s risk management guidelines). The key rules include:

1. Equal Sharing of Profits and Losses (3 Marks): All partners share profits equally and contribute equally to losses, regardless of capital input. Practically, in Ghanaian trading partnerships (e.g., import businesses), banks verify this to determine individual exposure in overdrafts.
2. Indemnity for Liabilities (2 Marks): The firm indemnifies partners for payments made or liabilities incurred in the ordinary course of business or to preserve firm property.
3. Interest on Capital and Advances (2 Marks): No interest on capital unless agreed, but advances beyond capital earn interest at 5% per annum (or prevailing rate). In practice, banks like GCB use this in structuring partnership loans.
4. Management Participation (2 Marks): Every partner may participate in management without remuneration for services.
5. No New Partners Without Consent (2 Marks): Admission of new partners requires unanimous consent.
6. Decisions by Majority (2 Marks): Ordinary business matters decided by majority, but fundamental changes need unanimity.
7. Access to Books (1 Mark): Partnership books kept at the principal place and accessible to all partners.
8. No Private Profits from Firm Property (1 Mark): Partners must account for benefits derived from firm property or business without consent.

These rules ensure equity but can lead to disputes; banks mitigate by requiring partnership deeds in account openings, aligning with BoG’s Corporate Governance Directive 2018.

b. Differentiation Between General Resolution and Special Resolution (5 Marks):

• General (Ordinary) Resolution (2.5 Marks): Passed by a simple majority (over 50%) of shareholders present and voting at a meeting. Used for routine matters like approving dividends or appointing auditors under Section 149 of Act 992. Practically, in Ghanaian companies (e.g., post-DDEP restructurings), it’s efficient for day-to-day decisions, requiring no special notice.
• Special Resolution (2.5 Marks): Requires a 75% majority and 21 days’ notice (unless shortened). Used for significant changes like altering the constitution, changing company name, or winding up (Sections 10, 303 of Act 992). In banking, this affects loan covenants; e.g., banks monitor special resolutions for borrower companies to assess risk under Basel III-adapted guidelines in Ghana. ——————————————————————— ========== ========== Question Title: [LRTB – APRIL 2024 – L2 – QB3 – Countermand of Cheque Payment and Bank’s Liability] Level: II Professional Bodies: Chartered Institute of Bankers, Ghana Programs: Associateship Examination Subjects: Law Relating to Banking Topics: Paying Bank and Customer, Mandate, Bills of Exchange Act Series: April 2024 Total Marks: 20 Question Tags: cheque countermand, stop payment, insufficient funds, wrongful dishonor, Bills of Exchange Act Question Short Summary: Customer stops a cheque but provides wrong cheque number; bank pays a similar cheque and dishonors another due to insufficient funds; discuss bank’s position on potential lawsuit.