Section 37(a) provides: "When a partner is found lunatic or is shown, to the satisfaction of the court, to be of permanently unsound mind, in either of which cases the application may be made as well on behalf of that partner by his committee, or next friend, or person having title to intervene as by any other partner"

If one partner becomes insane, other partners or their friends can apply for court order to dissolve the partnership. The insanity must be permanent, as recovery may not be possible, as the partner is unable to discharge their duties.

Section 37(b) provides: "On application by a partner the court may decree dissolution of the Permanent partnership... when a partner, other than the partner suing, becomes in any other way permanently incapable of performing his part of the partnership contract".

If a partner is permanently incapable of performing their duties under a partnership agreement, they may apply for a court dissolution order.

physical diasabilities must be permanent

Section 37(c) provides: "On application by a partner, the court may decree a dissolution of the partnership...when a partner, other than the partner suing,has been guilty of such conduct as, in the opinion of the court, regard being made to the nature of the business, is calculated to affect prejudicially the carrying on of the business".

A partner's prejudicial conduct (tingkah laku prejudis) can be used as a basis for dissolution of a partnership. The nature of the business determines whether prejudicial conduct can be considered, and there is no need to prove losses due to the conduct.

Carmichael v Evans In this case, When a partner was discovered boarding a train without a ticket and with the purpose to defraud (menipu), the conviction for dishonesty was deemed damaging to the partnership business.

Section 37(d) provides: "On application by a partner, the court may decree a dissolution of the partnership when a partner, other than the partner suing, willfully or persistently commits a breach of the partnership agreement or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable for the other partner or partners to carry on the business in partnership with him".

For example, if a partner persistently refuses to keep proper accounts, the other partner can use that as a good ground for dissolution since such conduct is not reasonably practicable for the other partner to carry on the business with him.

Smith v Jeyes" - According to this case, using money received by the firm for payment of private debts was also a good ground for dissolution.

Section 37(e) provides: "On application by a partner the court may decree a dissolution of the partnership when the business of the partnership can only be carried on at a loss".

must be NET PROFIT

Dissolution of a partnership will occur if it is losing money and there is no possibility of profit. If it is impossible to make a profit, dissolution is possible. If there is still a possibility of profit, the court will refuse to grant a dissolution order.

Handyside v Campbell - The plaintiff sought a decree of dissolution of the partnership, claiming it could only be carried on at a loss. The other partners argued that profit could be made with proper attention. The court refused, citing no proof of practical impossibility of making a profit.

Section 37(1) provides: "On application by a partner the court may decree a dissolution of the partnership whenever in any case circumstances have arisen which, in the opinion of the court, render it just and equitable that the partnership be dissolved".

Court may grant dissolution order for firm dissolved on just and equitable grounds upon an application made by any partner, excluding five grounds above.

Re Yenidje Tobacco Co. Ltd." The company was dissolved even though they were making profits. This was because the two persons in the firm who were the only directors and the only shareholder had reached a deadlock (kebuntuan) and only communicated through their secretary.

Section 28(1) provides: "where no fixed term has been agreed upon for the duration of the partnership, any partner may determine the partnership at any time on giving notice of his intention to do so to all the other partners".

Section 34(2) states that a partnership is dissolved as of the date specified in the notice, or as of the date of communication if no date is mentioned.

In Sukhinderjit Singh Muker v Arumugam Deva Rajah, the court ruled that the partnership was effectively dissolved due to the defendant's failure to prove an implied agreement between the plaintiff and defendant. The notice required under the sections can be in oral or conduct form, as long as it is an information to dissolve the partnership given to other partners. The other partners must have actual knowledge of the notice. The court held that the plaintiff's letter was sufficient to dissolve the partnership. (notice pun dh cukup)

In Low Pui Heng v Tham Kok Cheong & ors, a partnership was dissolved on April 6, 1968, when the plaintiff was informed of its sale to a limited company. The defendants' actions in selling the partnership were considered notice of their intention to dissolve the partnership. The intention was effective on April 6, but a written notice signed by the partner was sufficient under section 28(2).

general p.ship (2-20)

pro. p.ship (2-unlimited)