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英国Assignment辅导华威大学硕士Business Communication专业留学生Assignment辅导范例

英国Assignment辅导华威大学硕士Business Communication专业留学生Assignment辅导范例
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英国商务管理辅导范例

详细描述

 

Table of Content

 

1. Introduction.. 2

 

2. Middle.. 3

 

2.1 responsibilities of partners.. 3

 

2.2 liabilities to a third party.. 4

 

2.3 advantage of partnership.. 5

 

2.4 Disadvantage of partnership.. 8

 

3. Conclusion.. 11

 

4. List of Reference.. 13

 

 


 

1. Introduction

 

“Partnership” can mean much more than simply working together.[1]It can be a completely different way id structuring human relations. The authors outline the difference between what they call real partnership and the old understanding of partnership that is driven by a belief in zero-sum “dominator” relations. They present some of the processes they use in doing partnership education in corporations and communities.

 

The section 1 (1) of Partnership Act(NSW) 1892 provides:

  Partnership is the relation which exists between persons carrying on a business in common with a view of profit.[2]

 

According to the Partnership Act (NSW) 1892, the elements of a partnership are carrying on a business in common and with a view to making a profit.

 

 

 

 

2. Middle

In Australia, each state has enacted legislation regarding partnerships.

Jurisdiction

Relevant Act

ACT

Partnership Act 1963

N.S.W

Partnership Act 1892

NT

Partnership Act 1997

QLD

Partnership Act 1891

SA

Partnership Act 1891

TAS

Partnership Act 1891]

VIC

Partnership Act 1958

WA

Partnership Act 1895

The definition of a partnership does not vary across jurisdictions.

2.1 responsibilities of partners

According to the section 13(C) of Australian partnership Act (ACT) 1963[3], subject contract between the partners, the liabilities of a partner are as follows:

    “(1)     Each partner in a firm other than an incorporated limited partnership is liable jointly with the other partners in the firm for the debts and obligations of the firm incurred while the partner is a partner.

 

    (2)     If the partner is an individual, after the partner's death the dead partner's estate is severally liable in the due course of administration for the debts and obligations of the firm incurred while the dead partner was a partner that remain unsatisfied, but subject to the earlier payment of the dead partner's separate debts.

 

    (3)     Each general partner in an incorporated limited partnership is liable jointly with the incorporated limited partnership for the debts and obligations of the partnership incurred while the general partner is a general partner.

 

    (4)     If the general partner is an individual, after the general partner's death the dead partner's estate is severally liable in the due course of administration for the debts and obligations of the partnership incurred while the dead partner was a partner that remain unsatisfied, but subject to the earlier payment of the dead partner's separate debts.

 

    (5)     However, a general partner in an incorporated limited partnership is only liable for the debts and obligations of the partnership

 

        (a)     to the extent the partnership cannot satisfy the debts and obligations; or

 

        (b)     to a greater extent provided by the partnership agreement.”[4]

So generally the liability of a partner is unlimited. Thus, each partner is liable not only to the extent of his share in partnership. But his personal property is also used up to clear the debts.

 

2.2 liabilities to a third party

Liabilities to a third partyare explained byKleinberger, Daniel S.[5] on:

“Partners are considered agents of the partnership, a partner’s wrongful act or omission can bind the partnership if the wrongdoing partner has acted within the ordinary course of the partnership’s business. Such liability is referred to as vicarious liability, a term that is also used when a business is liable for the acts of an employee acting within the scope of his or her employment. Moreover, partners in a partnership generally are jointly and severally liable for torts charged against the partnership.Thus, any or all of the partners in a partnership can be sued individually for the entire amount of the injury caused by the partner.”

 

2.3 advantage of partnership

Advantages of partnership are explained by Veethi Telang[6]on:

“1.  Simply put, more than one owner of a business introduces more money to help starting a business.

2.  There is a combination of talents, skills, and experience with the involvement of new partners, which may help in increasing the profits and cost-effectiveness of the business.

3.  A partnership brings about better administration and financial planning which is otherwise difficult in case of a single owner of the business.

4.  It is easy to expand the business with new partners being involved, since there is no hassle of managing the entire business on one's own.

5.  All partners have an equal say in the matters of financial management, which fosters them to work whole-heartedly for the betterment of their company.

6.  Post the payment of super tax to the government, the profits made by the company are equally divided among the partners. It is then that they can pay tax to the government on the shares of profit they've received.

7.  In case of a loss, partnership renders moral support, thus, enabling for an even more insightful point of view.

8.  There is lesser room for rash decisions as the decision-making process is the field of performance for all partners.”

 

 

2.4 Disadvantage of partnership

Disadvantage of partnershipare explained by Adrian[7]on:

 

“•    Business partners are jointly and individually liable for the actions of the other partners.

•    Profits must be shared with others. You have to decide on how you value each other’s time and skills. What happens if one partner can put in less time due to personal circumstances?

•    Since decisions are shared, disagreements can occur. A partnership is for the long term, and expectations and situations can change, which can lead to dramatic and traumatic split ups.

•    The partnership may have a limited life; it may end upon the withdrawal or death of a partner.

•    A partnership usually has limitations that keep it from becoming a large business.

•    You have to consult your partner and negotiate more as you cannot make decisions by yourself. You therefore need to be more flexible.”

 

For example:

“In 2008, three friends Elizabeth, Freida and Georgina commenced a business selling burgers under the name ‘Delicious Burgers’. The working capital of the business was put by all three friends in equal parts. Proceeds from the business are deposited in a bank account from which Elizabeth, Freida and Georgina withdraw money from time to time for their own use. There is no formal agreement between Elizabeth, Freida and Georgina regarding the management of the business.

 

Freida, who has an eye for new business, wishes to sell Cabernet and Riesling ice-cream. Elizabeth likes the idea but Georgina, who is a devout Christian was opposed to it. That is a disagreement. But Freida and Elizabeth can sell Cabernet and Riesling ice-cream without Georgina agrees. “[8]

The issue of this question is about the decisions of the partnership. The section 24(1)(8) of Australian Partnership Act (NSW) 1892 provides:

“Any differences arising as to ordinary matters connected with the partnership   business may be decided by a majority of partners, but no change may be made in the nature of the partnership business without the consent of all existing partners.”[9]

 

According to this section, base on follow example, from the code of J&J Celcom V.AT Wireless Services, Inc., the key issue of the decision of embarking on the ice-cream is the character of the decision. Todifferentiate the day-to-day affairs of the partnership and the fundamental nature of its business is essential in this case. In this case, to sell Cabernet and Riesling ice-cream is not to breach the nature of the partnership business. In the beginning, the three persons commenced a business selling burgers. Ice-cream can be sold with the burgers in ordinary conditions. So it is a ordinary matter. The matter can be decided by a majority of partners.[10] Among three partners, there are two partners agree to embark on the ice-cream venture while they selling hamburger, that constitutes a majority[11].

 

So partnership also means that lose some parts of business control.

 

Because of this and other personal matters, Elizabeth has decided to leave the business. But she should make sure that she has no further obligations and liabilities once she leaves the business.

 

Section 36(2) of the Australian Partnership Act (NSW) 1892 provides:

“An advertisement in the Gazette [ and in at least one newspaper circulating in Sydney and one newspaper circulating in the district in which the firms carries on business] shall be notice as to persons who had no dealings with the firm before the date of the dissolution or change so advertised.” [12]

 

And Section 36(1) of the Australian Partnership Act (NSW) 1892 provides:

 “When a person deals with a firm after a change in its constitution, the person is entitled to treat all apparent members of the old firm as still being members of the firm until the person has notice of the change.”[13]

 

Generally speaking, a retired partner will not be liable for the debts incurred after his or her retirement. But this may threaten the rights of the innocent creditors.[14] For example, the creditor may still believe he or she is being members of the partnership according to finding the retied partner’s name continues to be used on letterheads, signboards and so on.[15] Under such circumstances, the retired partner will be liable to creditors who are not aware of his or her retirement[16]. Thus a public notice is essential for a retired partner to protect himself[17].

 

For example, Elizabeth should make a public notice in a local newspaper and one newspaper circulating in Sydney. In this way, she will give proper notice of retirement to the persons dealing with the partnership.[18] Thus, she will be not liable for any debts incurred after she leaves the business.

In case of Hamerbaver Pty Ltd v Ogge[19], Ogger, a senior parnter of a law firm, retired in 1987.After he retired, Ogge was included in the firm’s letterhead as a consultant, and this condition continued to 1988. Since 1988, his name did not existed in the firm’s letterhead. However, the court of Appeal decided that the alternation of names on the letterhead was not sufficient as a notice for the purpose of section 40(1) (VIC)[20]of the Victorian Partnership Act of 1958.

 

3. Conclusion

  A partnership calls for endless compromises, and the attribute of shared control and regulation, which is accompanied while running a company, makes partnership all the more challenging to keep up with. Thus, when forming a partnership, the most significant decision for any owner is the choice of partner. If you really need the person's skills and money for the welfare of your company, it is essential to take into account the above-mentioned pluses and minuses of partnerships before you offer them to be a partner. At last, if a business man wants to finish a partnership, he/she should give proper notice of retirement to the persons dealing with the partnership, and should make a public notice in a local newspaper and one newspaper circulating in Sydney. In this way, he/she will give proper notice of retirement to the persons dealing with the partnership.[21] Thus, he/ she will be not liable for any debts incurred after he/she leaves the business.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4. List of Reference

 

Adrian, “advantages and disadvantages of partnership”, MARCH 1 2010,

 

Akfonso Montuori & Isabella Conti,”the meaning of partnership”, 1995, , viewed 2 May 2013  

 

Hamerbaver Pty Ltd v Ogge[1996] 2 VR 488

 

 

Kleinberger, Daniel S., “Aspen Law and Business”, 1999, viewed at 2 May 2013.

 

J&J Celcom v. AT&T Wireless Services, Inc., 169 P.3d 823 (Sup. Ct., Wash., 2007)< http://www.swlearning.com/blaw/cases/business/0408_business_01.html>

 

S1(1) Partnership Act (N.S.W)1892

.

S13 Partnership Act (Act) 1963

 

S24(1)(8) Partnership Act(N.S.W) 1892

 

S36(1) Partnership Act(N.S.W) 1892

 

S36(2) Partnership Act (N.S.W)1892

 

S40(1) Partnership Act (VIC)1958

 

S46 Partnership Act (QLD) 1891

 

Fuliu wu,(2012), “Law Question”, south China-Kanga-USQ

 

Veethi Telang, “Advantage of partnership”, 17 January 2007,http://www.buzzle.com/articles/advantages-and-disadvantages-of-partnership.html.

 

 

 

 

 

 

 

 

 

Bibliography

Banks, R Lindley and Banks on Partnership (19th ed, Sweet & Maxwell,

London, 2010)

• Fletcher, K, The Law of Partnership in Australia (9th ed, Lawbook Co, Sydney,

2007)

Limited Partnerships (Jersey) Law 1994.

La Motte Garages v Morgan [1989] JLR 312.

Labouchere v Tupper (1857) 11 Moo PCC 198; Buckmaster and Moore v Fado Investments

Ltd [1986] PCC 95.

 



[1]Akfonso Montuori & Isabella Conti,”the meaning of partnership”, 1995,www.partnershipway.org, viewed 2 May 2013

[2]S1(1) Partnership Act(NSW) 1892

[3]S13 Partnership Act (ACT) 1963

[4]S13 Partnership Act (ACT) 1963

[5]Kleinberger, Daniel S., “Aspen Law and Business”, 1999,<http://www.enotes.com/business-law-reference/partnerships>, viewed at 2 May 2013

[6]Veethi Telang, “Advantage of partnership”, 17 January 2007, <http://www.buzzle.com/articles/advantages-and-disadvantages-of-partnership.html> viewed at 7 May 2013.

[7]Adrian, “advantages and disadvantages of partnership”, MARCH 1 2010, http://blog.thecompanywarehouse.co.uk/2010/03/01/advantages-and-disadvantages-of-partnership/viewed at 7 May 2013

[8]Fuliu wu,(2012), “Law Question”, South China Normal University-University of Southern Queensland, Kang Da campus, Guang Zhou, China,viewed at 7 May 2013

[9]S24(1) (8) Partnership Act (NSW)1892

[10]S24(1) (8) Partnership Act (NSW)1892

[11]J&J Celcom v. AT&T Wireless Services, Inc., 169 P.3d 823 (Sup. Ct., Wash., 2007)< http://www.swlearning.com/blaw/cases/business/0408_business_01.html>viewed at 7 May 2013

[12]S36(2) Partnership Act(NSW) 1892

[13]S36(1) Partnership Act(NSW) 1892

[14]S46 Partnership Act(QLD) 1891

[15]S40(1) Partnership Act (VIC) 1958

[16]S36(1) Partnership Act(NSW) 1892

[17]S36(2) Partnership Act(NSW) 1892

[18]S36(2) Partnership Act(NSW) 1892

[19][1996] 2 VR 488

[20]S40(1) Partnership Act (VIC) 1958

[21]S36(2) Partnership Act(NSW) 1892

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