辽大亚澳公司法期末考试用笔记.doc

Company Law Summary of Topics 1.1 Joint Ventures A Joint Venture is where separate entities conduct some combined project or venture, sharing the resulting product, not as a business in common, but as independent operators in their own right. Pursell v Newberry JV advantages Conduct separate business and even compete in different areas with fellow Joint Venturers. Each Joint Venturer is liable only for their own activities. Each Joint Venturer can make their own taxation arrangements and raising of capital. Joint Venturers have a lot of privacy and can keep secret their affairs from another member. Joint Ventures are not subject to any particular regulation other than the business form of their organisation. JV distinguished from Partnerships JV receive a pre-determined share of the enterprise product. JV not subject to the Partnership Act and consequent mutual rights and obligations. JV are responsible for their own individual liabilities and obligations. JV can sell their share to another, subject to the Joint Venture Agreement. 1.2 Partnerships Partnerships are groups of 2 or more legal persons who associate in a mutual business enterprise and distribute the profits amongst themselves. Partnerships are defined in s. 5 of the Partnership Act as the relation which subsists between persons carrying on a business in common with a view to profit An Association and a Joint Venture are not Partnerships because an Association does not distribute dividends to its members, and the Joint Venture does not carry on a mutual business. Liability of partners for Torts/contracts s 14; Fiduciary duty s 32-34; Relationship b/w partners s 23, s 24; New Partner Lib. s 21 Rights Duty b/w Partner s 28; Partner member No s115 Partners Dealings with Outsiders Partners are both Principals and Agents of their Partnership. s9 Partners are liable for the actions of fellow Partners where those actions: are conne