50. Continuing authority of partners of General Partnership for winding up etc.

After the dissolution of a General Partnership, the authority of each partner to bind the partnership, and the other rights and obligations of the partners, continue despite the dissolution so far as necessary to wind up the affairs of the partnership, and to complete transactions begun but unfinished at the time of the dissolution, but not otherwise.

51. Rights of partners to application of General Partnership Property etc.

Unless otherwise agreed by all the partners of a General Partnership:

• (a) on the dissolution of the partnership, every partner is entitled to have:

(i) the General Partnership Property applied in payment of the debts and liabilities of the partnership; and

(ii) surplus assets, after payment of the debts and liabilities, applied in payment of what may be owing to the partners respectively after deducting what may be owing from them as partners to the partnership; and

• (b) any partner or the partner’s representatives may, on the dissolution of partnership, apply to the Court to wind up the partnership.

52. General Partnership: apportionment of premium on premature dissolution

If a partner pays a premium to another partner on entering into a General Partnership for a defined time, and the partnership is dissolved before the end of that time, the Court may, having regard to the terms of the partnership agreement and to the length of time of the partnership, make orders in relation to the premium or the part of it that it considers appropriate.

53. Rights if General Partnership is dissolved for fraud or misrepresentation

If the partnership agreement of a General Partnership is rescinded because of the fraud or misrepresentation of a party (the guilty party), the party rescinding the agreement (the rescinding party) is, without prejudice to any other right, entitled to:

• (a) a lien on, or right of retention of, the surplus of the General Partnership Property, after satisfying the partnership liabilities, for any amounts paid by the rescinding party for the purchase of a share in the partnership and for any capital contributed; and
• (b) stand in the place of the creditors of the partnership for any payments made by the rescinding party in relation to the partnership liabilities; and
• (c) be indemnified by the guilty party against any loss suffered by the rescinding party because of the wrong doing to the partnership.