ODONG CHRISTOPHER

SI: 2101702307

F: FIRM 7

INDIVIDUAL ASSESSMENT

QUESTION

a) Address the preliminary aspects of the IA question (5 Marks)

b) Advice the parties on the pertinent legal issues concerning their proposed business and
its viability. (65 Marks)

c) Draw a partnership deed to regulate the viable legal business advised in (b) above (30
Marks)

Brief facts

Jonas and Caroline have their parents working with the Ugandan Embassy in Dar-es-salaam,
they studied LLB in Tanzania and enrolled for the bar in the same country, 2020.

Their friend Ojok completed LLB (KIU) and also enrolled in the same country (Uganda), in
2019. Now working as a Legal Officer.

Their other friends Nantongo and Sinamakosa Benjamin work at the oil and gas sector in Kenya.

They all therefore intend to start a very competitive and lucrative legal business, in the oil and
gas sector in Uganda.

Law applicable

1. The 1995 constitution or republic of Uganda as amended

2. Business Names Registration Act Cap 109 (hereinafter BNRA)

3. The Partnership Act 2010

 4. Partnership Regulations 2016

5. Business Names Registration Act cap 109

6. Trade Licensing Act as amended 2015

7. Stamp Duty Act 2014

8. The partnership Act of 2010

9. The contracts Act of 2010

PRELIMINARIES

Spicer V Mansel (1970) – the business must have started. Preparation stage does not give rise to
a partnership contract.

1. Identify or select partners with the view of carrying on business.

2. Reserve name upon payment of fees (S.49)
3. Prepare Partnership Deed
4. Prepare statement of particulars for registration (S.50)
5. Registration upon payment of fees (S.50 (2).
6. Notify registrar in case of changes (S.51)
7. Inspection of register (S.55)
8. Conversion from general partnership to LLP (S.56), surrender/advertisement.
9. Conversion not to affect court proceedings (S.57)

10. Section 47-Partnership Act 2010 provides for a limited liability partnership- this means
that in case of liability it is limited to the company assets.

11. Section 27(1) it may be formed in the names prescribed in this Act.

12. Section 49(1) - Reservation of a name with a registrar –registrar of co. The reserve name
remains in force for thirty day or such longer period not exceeding 60days as registrar
may, for exceptional reasons pursuit.

13. Section 51- The principal place of business of partnership

LLB – degree from any accredited university

LDC- practicing certificate

PERTINENT LEGAL ISSUES

Eligibility of foreign advocates

A partnership has no existence apart from its partners (Section 9 of partnership Act) (2010).

Ojok have make sure his friends from Kenya and Tanzania are properly enrolled in the Roll of
Advocates in Uganda before even starting the firm.

Application for certificate. Section 8(2) of the Advocates (Amendment) Act 2002 is to the effect
that any person eligible to have his or her name entered on the Roll may make application to the
Law Council.

The Law Council if satisfied that the applicant is so eligible and is a fit and proper person to be
an advocate, shall, unless cause to the contrary is shown to its satisfaction, direct the Registrar on
the receipt of the prescribed fee to enter the applicant’s name on the Roll and the Registrar shall
comply with the direction.

Section 8(3) of the Advocates (Amendment) Act 2002 provides that the secretary shall within
fourteen days make a decision under subsection (2) notify the applicant of the decision made by
the Law Council.

Regulation 5(2) of the Advocates (Enrollment and Certification) regulations is to the effect that
the application and affidavit shall each be accompanied by a copy thereof.

Section 8(7) of the Advocates (Amendment) Act 2002 provides for advertisement of the
application and it is to the effect that every application under this section 8 of the Advocates
(Amendment) Act 2002 shall be made and advertised in such manner as may be prescribed by
regulations made by the Law Council.

Lastly, Section 11 (2) of the Advocates Act stresses that a practicing certificate shall be valid
until the thirty-first day of December next after its issue, and it shall be renewable on application
being made on such form and on payment of such fee as the Law Council may, by regulations,
prescribe; and different fees may be prescribed for different categories of advocates. Therefore
Mubehamwe Jonas, Caroline Babirye, Terry Nantongo and Sinamakosa Benjamin must all under
the enrollment procedure.

Liability

Limited Liability partners, Section 52.

Partner is an agent of the firm (Section 5 Partnership Act 2010), so are Banu Ojok and his
associates are.

LLP shall contribute to the capital of the firm and shall not take part in management

LLP not to bind the firm

LLP not liable for debts and obligations, but where he/she takes part, then he/she is liable for all
debts and obligations.

Death or incapacity of LLP does not dissolve a partnership except where contribution cannot be
ascertained.

General partner to be admitted as a LLP without consent of the existing LLP.

Partners bound by acts EXCEPT where it is agreed and notice is given (Sections 6, 8)

Partners jointly and severally liable for loss/admissions or representations except a minor partner
but liable upon attaining majority (Sections 9, 10, 11, 12, 13, 17, 18, 19)

Firm to make good the loss if a partner misapplies money or property (Section 14)

Improper use by trustee partner does not bind other partners (Section 15)

Persons liable for holding out (Section 16)

Partnership is presumed to continue after expiration (Section 29). All of these must be
considered as they enter into the partnership.

Management

Section 26 (e) which states that every partner may take part in the management of partnership
business except for LLP.
In Daule V Hussein 17 Eaca 1 court held that forcible rejection and the referral of the partner to
take part in the business management would be cause to dissolve a partnership on a just and
equitable ground.

According to 26 of the Partnership Act 2010, no person may be introduced as a partner without
the consent of all existing partners and no change may be made in the nature of the partnership
business without consent of all existing partners.

If minority partners suspect that they have been unfairly treated by the majority; they can sue for
breach of that particular agreement or can opt to seek the partnership dissolution.

Financial affairs

The central criteria for a partnership is mutual sharing of profits and losses as provided for under
S 26.

Section 26 (b) Providers that the firm must indemnify every partner in respect of payments made
and personal liabilities incurred by the partner.

Section 26 b (i) in the ordinary and proper conduct of the business of the firm

Section 26 (2) (b) in or about or anything done for the preservation of business or property of the
firm

It should be noted that indemnity does not apply to cases

 Illegal partnerships
 Where the partner claiming indemnity is placing a claim on his own negligence.

Contribution

Contributions can be in either capital or non-capital form. In W V Commissioner of Taxes 1969,

it was established that one of the essential element of a partnership is when they pool capital into
the business, for joint benefits. For the joint benefit for Mubehamwe Jonas, Caroline Babirye,
Terry Nantongo and Sinamakosa Benjamin.

Change of partners/admission
Section 21 of the partnership act establishes that rights and duties can be varied by either express
consent or implied from the course of dealing. From this point, a partner can thus be admitted.
But as in Highly V Walker (1910) 26 TLR, majority partners’ power should be exercised while
giving opportunity for discussion and opportunity to take part.

Therefore, besides the original partners other partners can be admitted basing on the agreement
made between them.

Expulsion

Under Section 27 emanates that the majority of the partners have no power to expel any partner
unless the power to do so has been conferred by express agreement between or among the
partners.

Dissolution of partnerships

Section 28(1) of the Partnership Act 2010 prescribes the modes of dissolution of a partnership,
when if not agreed upon has to be made through a notice of intention to terminate.

If partners rejects to wholesomely terminate, then he or she can retire from the business as per
Section 28(2) of the Act. But note that the benefits for retirement shall be as agreed between the
partners as per Section 28(2).

For an informal partnership, it does not have to be in writing whereas for a partner constituting of
a deed, notice must be in writing as per Section 28(3) of the Act.

PARTNERSHIP DEED

THE REPUBLIC OF UGANDA

IN THE MATTER OF A PARTNERSHIP ACT 2010

AND

IN THE MATTER OF THE ADVOCATES ACTS 267 AS AMENDED PARTNERSHIP

DEED
THIS PARTNERSHIP AGREEMENT is made this 27 day of February 2022, by and
between Partners;

1. Mubehamwe Jona
2. Caroline Babirye
3. Terry Nantongo
4. Sinamakosa Benjamin
5. Banu Ojok

WHEREAS the above names partners have decided to establish the professional
partnership business of legal practice have seemed it necessary and desirable to
reduce the terms and conditions in to writing as enshrined hereunder it’s now hereby
agreed as follows:

1. That the partners shall form a partnership to be governed by the partnership

Act 2010 and the Advocates Act Cap 267 as amended.
2. Nature and Name of the partnership. The partners shall engage in legal
practice which shall be conducted lawfully. That the partnership shall operate
under the name NAIROBI F7 AMAZING LEGAL CONSULTANTS AND
SOLICITORS.
3. Principle place of business: The principal place shall be and at such other
place as may from time to time be agreed upon by the Partners.
4. Vision: To be a leading specialized law firm in Uganda
5. Mission: To offer excellent legal services
6. Commencement: The Partnership shall commence upon the date of this
Agreement, as set forth above. Unless sooner terminated pursuant to the
further provisions of this Agreement, the Partnership shall continue without
defined term. The partnership shall be for a period of 40 years unless previously
determined in the manner hereinafter provided.
7. The capital requisite for carrying on the partnership business is
Ushs.10000000 which shall be contributed by all the partners equally. Any
further capital required from time to time shall be contributed by the partners
in equal shares.
8. The partnership firm shall open an account with Centenary Bank, Gulu Branch
or such other bank as the partners shall from time to time agree upon.
9. All partnership moneys, cheques, pay orders, demand drafts and other
instruments for money shall as and when received be paid into or deposited in
the bank to the credit of the partnership account. The moneys received by the
firm or any partner on behalf of the firm of any client or third person shall
forthwith be deposited in the said bank to a separate clients account to be kept
by the firm.
10.Proper books of account and diaries shall be kept by the partners at the
business premises and the same shall be available for inspection by all the
partners at all times.
11.Each partner shall make full and proper entries of all business transacted by
him on account of the partnership and cheek up the bills for all such matters.
12.Each partner shall devote his whole time and attention to the partnership
business and no partner shall, without the consent of the other partners engage
in any other business or hold any office or appointment, provided that each
partner can provide free and voluntary service to his friends or relatives.
13. The firm shall not charge for acting as Advocates for a partner or the wife
or any child or children of a partner or his, her, or their trustees, except out of
pocket expenses or costs recovered against other parties in any proceedings or
out of any estate or property the subject of any such proceedings and any costs
recovered shall be credited to partnership account.

IN WITNESS WHEREOF, the parties hereunto set their hands and seals
and acknowledged this Agreement as of the date first above written;

Witness

1) …………………………………………………………………………..
2) …………………………………………………………………………..
3) …………………………………………………………………………..

Drawn and filed by

Firm 7 & Co Advocates

P.O Box 3434

LIRA