Changing the function of a partnership

[Vindhi]

I'm not sure if anyone will be able to help with this query as it requires specific knowledge of partnership law, but I thought it would be worth trying.

I am currently doing some company law coursework. I have to answer a question regarding a fictitious situation where there is conflict between the partners in a partership. Some of the partners want to change the function of the partnership but others don't. I know that according to the Limited Partnership Act, changes in the nature of a parternship require unanimous agreement between partners. However according to our case study, the partnership deed for this partnership says that resolutions shall be a agreed by a simple majority of partners present at a partnership meeting. Does this mean that in this case the partnership act is ignored?

If this is the case then a further complication exists as Limited Partners aren't allowed to attend ordinary partnership meetings according to the partnership deed. Does this then mean that they would have no way of voting?

Many thanks for any help

 

[Free Lance]

You will have access to the all of the resources to get the correct answer. You won't - and shouldn't - find it on a discussion board otherwise I can almost guarantee you'll head for a fail or poor mark. It's a lazy option and an hour spent looking at the question and reading the text books/lecture notes is 100 times more useful than an hour spent trawling discussion boards.

I've given more than enough of a hint. That's all I'm saying.

 

[mahutchinson]

The LP Act requires only a majority so far as I can see (s.5a). As you say, limited partners are not involved in running the firm so agreement to change the business would be between the general partners only.

 

[Vindhi]

The LP Act requires only a majority so far as I can see (s.5a). As you say, limited partners are not involved in running the firm so agreement to change the business would be between the general partners only.

I'm not sure if this applies to changing the nature of the business as it refers to 'ordinary matters.' I'm not sure if changing the nature counts as that.

I wasn't certain that not running the business included not being able to vote on its nature, but as the act doesn't mention otherwise I assume it does.

I beleive that (s24) of the 1890 Act allows for a partnership agreement to overrule the act, however I was hoping for clarification of this in case I have misinterpreted this section.