- 10 Marks
BCL – L1 – Q50 – Alternative forms and constitutions of business organisations
Question
Kweku is a partner of an Accounting Firm. The firm’s office is in Kumasi. In May 2019, Kweku was assigned an approved accounting duty outside Kumasi with the use of the Firm’s car. During the journey the car had a burst tyre. The driver of the car for unexplained reasons had no spare tyre on the car. He, therefore, recommended the purchase of a brand-new tyre which Kweku did with his personal money. He obtained a receipt in the name of the Firm. Kweku sought for refund of his money amounting to GH₵1,280 for the tyres bought. The Managing Partner refused the refund saying it was the sole responsibility for Kweku to bear the expenditure.
Required:
(a) Advise the Manager as to why the Firm should bear the full or part of the cost and not only Kweku.
(b) Advise Kweku why it is not the sole responsibility of the firm to bear the cost.
Answer
(a). Sections 4, 10, and 14 of the Incorporated Private Partnerships Act, 1962 ACT 152 provide the source references to the question. Section 4 of the Act provides that on registration of a firm, the Registrar of Companies shall certify under seal that the firm has been registered and incorporated and the certificate shall state the names of the partners and that their liability is not limited. Section 10 affirms the corporate nature of a registered firm having the capability to exercise the powers of a natural person and of full capacity. The section states further that although the firm is a body corporate, each partner in the firm is liable without limitation for the debts and obligations but is entitled to an indemnity from the firm to contributions from copartners in accordance with the rights of that partner under the partnership agreement. On the principle of the firm having a corporate nature and full capacity, under section 10 the firm is fully responsible for the refund of expenditure on the tires. However, from the same section there is a shared responsibility among the firm, partners; Kweku and other co-partners of which the manager is part.
(b). Section 14 states that a partner of a firm is jointly and severally liable with the firm and the other partners for the debts and obligations of the firm incurred while the partner remains a partner. On the strength of sections 4 and 14 Kweku has a liability towards being a part bearer of the cost. The other partners and co-partners of which the manager is one is also responsible to contribute to the payment.
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