Partnerships, Joint Ventures and Duties of Disclosure: The University Court of the University of St Andrews v Headon Holdings Limited
Author | |
DOI | 10.3366/elr.2018.0487 |
Published date | 01 May 2018 |
Date | 01 May 2018 |
Pages | 282-288 |
In
The question of whether a business relationship constitutes a partnership has long been wrestled with by Scots and English lawyers. One of the main difficulties is that, unlike business entities such as companies or limited liability partnerships, partnerships are not formally incorporated in a public register, nor do they necessitate a formal partnership agreement. Francis Clark, writing in 1866, suggested that when there is a written partnership agreement:
the fact that the relation exists, as well as the date of its commencement, can generally be determined without much difficulty; but when, as frequently happens, the existence of the partnership relation has to be inferred from facts and circumstances, the problem becomes very complicated and embarrassing.
Section 1 of the Partnership Act 1890 (“1890 Act”) defines a partnership in broad terms, as “the relation which subsists between persons carrying on a business in common with a view of profit”, with a “business” in this context including “every trade, occupation or profession”.
Thus, although sections 1 and 2 of the 1890 Act are an important starting point for the enquiry, Lord Coulsfield rightly observed the following in
There is no simple or single test which can be applied in every case so as to establish or negative the existence of a partnership. All the relevant...
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