458. Under English law, a partnership does not have a legal person-

ality separate from its members. In Scotland it does, so a partnership can own property, although the title to heritable property is usually taken in the name of the partners or some of them as trustees for the firm.

The sharing of profits and losses is usually governed by the ARTI-

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CLES OF PARTNERSHIP or partnership agreements. In the absence of express or implied agreement, partners contribute equally towards losses, whether of capital or otherwise, sustained by the firm. Where the profits are not shared equally, the losses are, in the absence of agreement, borne in the same proportion as the profits are shared, regardless of whether one partner has put up more capital than oth- ers.

An attempt by a partner to pledge the firm's credit for a purpose apparently not connected with its ordinary business will not bind the firm unless he has been especially authorised by the other partners: Tower Cabinet Co. v. Ingram [1949] 2 KB 397. A partner has no implied authority to execute deeds on behalf of his firm; equally, the implied authority does not extend to acts not usually incidental to the scope of the partnership business.

Partners in a firm are jointly and severally liable for any breach of trust committed by one partner, in which they were implicated.

Persons other than partners may have authority to deal with third parties on behalf of the firm; however, such persons have no implied mandate. Any act or instrument relating to the business of the firm, done or executed in the firm's name, or in any other manner, show- ing an intention to bind the firm, by any person authorised thereto (whether a partner or not) is binding on the firm and on each and every partner.

Provisions in articles of partnership or deeds of dissolution fre- quently provide that the partners continuing the firm's activities are to indemnify the outgoing partner against existing partnership lia- bilities. Often the articles will confer on continuing partners an option to purchase the interest of an outgoing partner; if that option is exercised, the outgoing partner is not entitled to any further share of profits. If there is no such option (or if it has not been exercised), the outgoing partner has the option of taking either interest at 5 per cent per annum on the value of his share or on such share or profit as the court may find attributable to the use of such share. Articles often contain provisions prohibiting an outgoing partner from carry- ing on a similar trade or profession within specified limits of time and distance, although the limitations must be reasonable to be enforced.

Subject to any agreement in the articles of partnership, the follow-

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ing may cause a partnership to be dissolved: (a) notice; (b) elapse of fixed time as provided for in the partnership articles; (c) where the partnership is formed for a particular purpose or adventure, the ful- filment of that purpose or completion of the adventure; (d) bank- ruptcy of a partner; (e) expulsion of a partner; (f) by order of the court. See generally, Chandroutie v. Gajadhar [1987] AC 147.

Proposals for substantial reforms were initiated by the Law Com- mission and the Scottish Law Commission in 2000.

• dismantling of ships
• dismissal
• dismissal of action
• disorderly conduct
• disorderly house
• disposition
• disqualification
• dissentiente
• distinguish
• distraint
• distress
• distribution
• distribution (bankruptcy)
• dividend
• divorce
• DNA profiling
• D notice
• dock brief
• dole
• domicile
• dominant tenement
• dominium
• domitae naturae
• donatio mortis causa
• donatio non praesumunitur