Docstoc

Duration Retire Dissolve Expel

Document Sample
Duration Retire Dissolve Expel Powered By Docstoc
					                                                   3.01(1) - Not possible to act if there's a conflict                                                            26(1) - If no fixed term agreed, any P may determine the Pship at any time by giving notice of intention to all the Ps
                           Duty to act in the best interests of > 1 client                                                                                        26(2) - Where Pship constituted by Deed, a notice in Writing, singed by the P giving it, shall be sufficient
                                                                                  3.01(2) - Definition
                                                                                                                                              26 - Retire from
                             In relation to the same or a related matter                                                                                                                      Fixed term (32(a)) unless continuance
                                                                                                                  Rule 3                      Pship at will
           Where there exists a conflict or a significant risk of conflict                                                                                                                    Specific project (32(b))
                                                                                                                                                                  Not Pship at will if:
                                                                                               3.01(3)                                                                                        Any provision about termination           Moss v Elphick [1910]
                       Related matter = one relating to the same asset or liability

                           4.01 - Duty to keep the affairs of clients & former clients confidential
                                                                                                                                                                                               Subject to any agmt betwn the Ps, a Pship is dissolved:
                                Duty to disclose any matter that's material to a client
                                                                                                    4.02                                                                                       32(a) - If entered into for a fixed term, by the expiration of that term
                           4.02(a) - Duty of confidentiality overrides duty to disclose                                                                           32 Dissolution by
                                                                                                                                                                  expiration or notice         32(b) - If entered into for a single adventure/undertaking, by the termination of that adventure/undertaking
                              The info is material         4.03 - If solicitor holds confidential info,                    PCFSMA                                                              32(c) - If entered into for an undefined time, by any P giving notice to the other Ps of his intention to dissolve the Pship
                 The info has an adverse affect            then should refuse to act if:
                                                                                                                  Rule 4                                                                       32(c) - Pship dissolved as of date in notice, or if no date, as from date notice communicated
                 on the client/former client
                                                                                                                                                                                     Death or Bankruptcy -33(1)            Need provision in agmt to prevent auto dissolution
                   But need informed consent of both clients
                                                                         4.04 - Can act despite 4.03                                                                                                                                 A) Dissolve Pship if any P has a charging order vs his share
                 And need safeguards (information barriers)                                                                                                       Automatic                                          Ps may:
                                                                                                                                                                                     Charging order - 33(2)
                                                                                                                                                                  Dissolution                                                        B) Pay the creditor, then indemnity claim vs the P and/or expel the P
                           Duty of confidentiality continues despite end of retainer            Note 5                                                            under PA
                                                                                                                                                                  1890                                     Pship formed for illegal purpose         Illegal to work with any 1 of the Ps
                                 Relating to same asset or liability          Is there a related matter
                                                                                                                   Keys                                                                                    Hudgell Yeates & Co            One P didn't have practising certificate
                                                                                                                                                                                     Illegality - 34
                      And would it adversely affect 1 or other party            Is information material                                                                                                    v Watson [1978], CA            Pship automatically dissolved
                                                                                                                                                                                                                                          Pship treated as immediately re-formed w/out the unlicensed P
                                                                                                                                                Dissolution:
                                                                 Arising out of breach of duties                                                How to                          Mental incapacity - Now MHA 1959, was 35(a)
                                                      Arising out of management differences                                 Duration Retire                                     Permanent incapacity - 35(b)    Sleeping P can't be incapable of doing nothing                  Incapacity must be permanent
            Not necessarily quick                                                                          Disputes         Dissolve Expel
                                            Decision binding, private process                                                                                                   Prejudicial
                            Private                                                    Arbitration                                                                              conduct -           Obj. test: Would a client, knowing about the behaviour, move away from the business
In choosing arbitrator, may have someone who understands the business                                                                                                           35(c)
                                                                                                                                                                                                    "Calculated" doesn't require that the P in question intends harm to the Pship, just intends the act in question
                                                                                                                                                                  Court
                                                                                                                                                                  Order         Wilful/persistent breach - 35(d)         Where trust in Pship has broken down
                                      Valuation of share                                                                                                          -s35
                                                                P's share of Profits and Capital
                                      Timing of payment                                                                                                                         At a loss - 35(e)        Have to prove that making a profit is impossible

            Non-compete clauses             Prevent ex-P from taking clients                                                                                                    Just & equitable ground - 35(f)          Catch-all: where have deadlock, irreconcilible differences
                          Legitiimate interests of Pship, vs.                                              Other Ps                                                             Cheeseman v Price 1865
                                                                      Balance                                                                                                                                      Minor breech repeated 17x
  Non-compete clause stopping ex-P from working entirely
                                                                                      Restrictive          continue
                                                                                                                                                                                Sutherland v           Refused to discuss Pship's future, cancelled an order of a supplier, blocked wages of employees
                            Limit to time                                             covenants
                                                                                                                                                                                Barnes 1997
                                                Restrictions must be                                                                                                                                   Blocking effective management
              Limit to geographic area
                                                reasonable, or may be void
                 Limit to business area
 Limit to specific customers/companies                                                                                                                           39 PA       Dissolution results in sale of all assets and distribution
                                                                                                                                                                             Rule for distribution of assets on final settlement of accounts
                                                                                                                                              Dissolution:       44 PA       1 - Creditors       2 - Loans by Ps (and interest)        3 - Capital
                                                                        Expulsion of a partner
                                                                                                                                              Consequences
                          No majority of the Ps can expel any P unless a power to do so                   25 PA
                                                                                                                                                                             4 - Excess/shortfall shared in proportion of shared profits
                          has been conferred by express agreement between the Ps                                       Expulsion
                                                                                                                                                                             Ongoing right to manage
                                                                                     Blisset v Daniel (1853)                                                     38 PA
          Have to expel w/ bona fide reason for the benefit of the Pship                                                                                                     Ps have authority to bind the Pship as far as is necessary in order to wind up

C:\Documents and Settings\Matt\My Documents\Mind Maps\LPC\Compulsories\BLP\mmp\LPC-2005-BLP-Duration_Retire_Dissolve_Expel.mmp - 02/09/2006 - David Stubbs - dastubbs@gmail.com

				
DOCUMENT INFO
Shared By:
Categories:
Tags:
Stats:
views:4
posted:8/5/2011
language:English
pages:1