globe
  1. Prescribed Texts 7 items
    1. There is no text that covers the entire course. The recommended reading texts are shown at the beginning of the lecture handout for each component of the course.

    2. These two textbooks will mainly be used:

    3. Scots commercial law 2014

      Book 

    4. Understanding company law - Alastair Hudson, Taylor & Francis Group 2018

      Book 

    5.  

      You will require a relevant set of (unannotated) statutes for sections A-C respectively. The recommended statute book is Blackstone's Statutes on Company Law 2018-2019 (OUP). The Commercial Agents (Council Directive) Regulations 1993 (SI 1993/3053) are not included in that volume but can be found in Avizandum's Statutes on Scots Commercial & Consumer Law 2017-2018 (which you will need for Commercial Law).

  2. Section A: Agency and partnerships 7 items
    1. Lectures 1-3: Agency 4 items
      1. Essential reading 2 items
        1. Commercial law in Scotland - Fraser Davidson, Denis J. Garrity, Laura Macgregor, Lorna Richardson 2018

          Book Essential See: Chapter 4. Up to date.

        2. Scots commercial law 2014

          Book Essential See: Chapter 4. More readable but less current

      2. Further reading 2 items
        1. The law of agency in Scotland - Laura Macgregor, Scottish Universities Law Institute, WESTLAW (Information retrieval system), Sweet & Maxwell 2013

          Book Further

        2. Bowstead and Reynolds on agency - William Bowstead, F. M. B. Reynolds 2018

          Book Further

    2. Lectures 4-6: Partnership 3 items
      1. Essential reading 2 items
        1. Commercial law in Scotland - Fraser Davidson, Denis J. Garrity, Laura Macgregor, Lorna Richardson 2018

          Book Essential See: Chapter 5. Up to date.

        2. Scots commercial law 2014

          Book Essential Alternatively see: Chapter 5. More readable but less current.

      2. Further reading 1 item
        1. Lindley & Banks on partnership - R. C. I'Anson Banks, Nathaniel Lindley Lindley 2017

          Book Further

  3. Section B: Companies 28 items
    1. Useful Websites 3 items
    2. Lecture 7. Introduction 4 items
      1. Essential reading 1 item
        1. Understanding company law - Alastair Hudson, Taylor & Francis Group 2018

          Book Essential See: pp. 9-46.

      2. Further reading 3 items
        1. Company law in context: text and materials - David Kershaw 2012

          Book Further See: pp. 20-29.

        2. Sealy and Worthington's text, cases, and materials in company law - Sarah Worthington, Sarah Worthington, L. S. Sealy 2016

          Book Further See: Chapter 2.

        3. Gower's principles of modern company law - P. L. Davies, Sarah Worthington, Eva Micheler, L. C. B. Gower 2016

          Book Further See: Chapters 2, 8 and 9.

    3. Lecture 8. Types of companies and the legal structure of a company 3 items
      1. Essential reading 1 item
        1. Understanding company law - Alastair Hudson, Dawson Books 2018

          Book Essential See: pp. 47-79.

      2. Further reading 2 items
        1. Sealy and Worthington's text, cases, and materials in company law - Sarah Worthington, Sarah Worthington, L. S. Sealy 2016

          Book Further See: Chapters 1 and 3.

        2. Gower's principles of modern company law - P. L. Davies, Sarah Worthington, Eva Micheler, L. C. B. Gower 2016

          Book Further See: Chapters 1, 3 and 4.

    4. Lecture 9. The management and operation of a company 3 items
      1. Essential reading 1 item
        1. Understanding company law - Alastair Hudson, Dawson Books 2018

          Book Essential See: pp. 89-115.

      2. Further reading 2 items
        1. Sealy and Worthington's text, cases, and materials in company law - Sarah Worthington, Sarah Worthington, L. S. Sealy 2016

          Book Further See: Chapters 6 and 4.

        2. Gower's principles of modern company law - P. L. Davies, Sarah Worthington, Eva Micheler, L. C. B. Gower 2016

          Book Further See Chapters: 14, 15 and 16.1-16.14.

    5. Lecture 10. The management of power between the board, management and the shareholder body 3 items
      1. Essential reading 1 item
        1. Company law in context: text and materials - David Kershaw 2012

          Book Essential See: pp. 189-212 and 219-228

      2. Further reading 2 items
        1. Sealy and Worthington's text, cases, and materials in company law - Sarah Worthington, Sarah Worthington, L. S. Sealy 2016

          Book Further See: Chapter 4.

        2. Gower's principles of modern company law - P. L. Davies, Sarah Worthington, Eva Micheler, L. C. B. Gower 2016

          Book Further See: Chapter 14 and 15.

    6. Lectures 11 and 12. Directors' duties 5 items
      1. Essential reading 1 item
        1. Understanding company law - Alastair Hudson, Dawson Books 2018

          Book Essential See: pp. 116-147.

      2. Further reading 4 items
        1. Company law in context: text and materials - David Kershaw 2012

          Book Further See: pp. 334-385.

        2. Sealy and Worthington's text, cases, and materials in company law - Sarah Worthington, Sarah Worthington, L. S. Sealy 2016

          Book Further See: Chapter 7.

        3. Gower's principles of modern company law - P. L. Davies, Sarah Worthington, Eva Micheler, L. C. B. Gower 2016

          Book Further See: Chapter 16

    7. Lectures 13 and 14. Shareholders' rights 4 items
      1. Essential reading 1 item
        1. Understanding company law - Alastair Hudson, Dawson Books 2018

          Book Essential See: pp. 148-166.

      2. Further reading 3 items
        1. Company law in context: text and materials - David Kershaw 2012

          Book Further See: pp. 672-690.

        2. Sealy and Worthington's text, cases, and materials in company law - Sarah Worthington, Sarah Worthington, L. S. Sealy 2016

          Book Further See: Chapter 11 and 13.

        3. Gower's principles of modern company law - P. L. Davies, Sarah Worthington, Eva Micheler, L. C. B. Gower 2016

          Book Further See: Chapter 17 and 20.

    8. Lectures 15 and 16. Company's capital 3 items
      1. Essential reading 1 item
        1. Understanding company law - Alastair Hudson, Dawson Books 2018

          Book Essential See: pp. 80-87 and 189-204

      2. Further reading 2 items
        1. Sealy and Worthington's text, cases, and materials in company law - Sarah Worthington, Sarah Worthington, L. S. Sealy 2016

          Book Further See: Chapters 9 and 10.

        2. Gower's principles of modern company law - P. L. Davies, Sarah Worthington, Eva Micheler, L. C. B. Gower 2016

          Book Further See: Chapters 11, 12 and 13.

  4. Section C: Companies and their debts 786 items
    1. Lectures 17 and 18. Company Charges 13 items
      1. Essential reading 9 items
        1. Textbooks and Reports 3 items
          1. Scots commercial law 2014

            Book Essential See: paras 11.16-17 and 11.49–74.

          2. Discussion Paper on Moveable Transactions (SLC DP No 151, 2011) - Scottish Law Commission

            Document Essential See: pp. 69-78 (Chapters 8 and 9).

          3. Report on Sharp v Thomson (SLC No 208, 2007) - Scottish Law Commision

            Document Essential See: Part 5.

        2. Legislation 3 items
          1. Companies Act 2006

            Legislation Essential See: ss 462–466

          2. Insolvency Act 1986

            Legislation Essential See: ss 50–71, 72A and Sch B1 especially paras 14–21, 36, 115 and 116

          3. Companies Act 1985

            Legislation Essential See: ss 859A–859Q

        3. Cases 3 items
          1. Sharp v Thomson 1997 SC (HL) 66 - .(c) Scottish Council of Law Reporting

            Legal Case Document Essential

          2. Burnett’s Tr v Grainger 2004 SC (HL) 19 - Lord Bingham of Cornhill , Lord Hoffmann , Lord Hope of Craighead , Lord Hobhouse of Woodborough and Lord Rodger of Earlsferry 4 March 2004(c) Scottish Council of Law Reporting

            Legal Case Document Essential

          3. AIB Finance Ltd v Bank of Scotland (1993 SC 588) - 14th July 1993(c) Scottish Council of Law Reporting

            Legal Case Document Essential

      2. Further reading 4 items
        1. Palmer's company law - Francis Beaufort Palmer, Sweet & Maxwell, WESTLAW (Information retrieval system) 2009 (electronic resource)

          Book Further See: Chapter 13.2 and 13.4.

        2. Registration of Company Charges - G L Gretton 05/2002

          Article Further

    2. Lectures 19-22: Corporate Insolvency 773 items
      1. General 6 items
        1. Textbooks: Introductory 2 items
          1. Scots commercial law 2014

            Book Essential See: Chapter 14.

          2. Goode on commercial law - Royston Miles Goode, Royston Miles Goode 2016

            Book Essential See: Chapter 31. (English law, but a useful overview)

        2. Textbooks: Advanced 4 items
          1. Goode on principles of corporate insolvency law - Royston Miles Goode, Royston Miles Goode 2018

            Book Essential

          2. Corporate insolvency law: perspectives and principles - Vanessa Finch, David Milman 2017

            Book Essential

          3. Palmer's company law - Francis Beaufort Palmer, Sweet & Maxwell, WESTLAW (Information retrieval system) 2009 (electronic resource)

            Book Essential Available on Westlaw, frequently updated.

          4. The law of corporate insolvency in Scotland - John St. Clair, J. E. Drummond Young c2011

            Book Essential

      2. Part A: Liquidation 7 items
        1. Essential reading 2 items
          1. Textbooks 1 item
            1. Scots commercial law 2014

              Book Essential See: [14.19]-[14.30]

          2. Legislation 1 item
            1. Insolvency Act 1986

              Legislation Essential Part IV contains the provisions for the various forms of winding-up, and more detail on these rules can be found in the Insolvency (Scotland) Rules 1986 (SI 1986/1915), which prospectively are to be replaced by the Insolvency (Scotland) (Receivership and Winding Up) Rules 2018 (SSI 2018/347). Specific references to the pertinent provisions are given in the handout and the textbook.

        2. Further reading 5 items
          1. Palmer's company law - Francis Beaufort Palmer, Sweet & Maxwell, WESTLAW (Information retrieval system) 2009 (electronic resource)

            Book Further See: Chapter 15.6.

          2. Goode on principles of corporate insolvency law - Royston Miles Goode, Royston Miles Goode 2018

            Book Further See: Chapters 4 and 5.

          3. Corporate insolvency law: perspectives and principles - Vanessa Finch, David Milman 2017

            Book Further See: Chapters 13 and 14.

          4. Is pari passu passe? - Vanessa Finch 2000

            Article Further

      3. Part B: Administration 7 items
        1. Essential reading 2 items
          1. Textbooks 1 item
            1. Scots commercial law 2014

              Book Essential See: [14.31]-[14.46].

          2. Legislation 1 item
            1. Insolvency Act 1986

              Legislation Essential See: s8 and Schedule B1

        2. Further reading 5 items
          1. Palmer's company law - Francis Beaufort Palmer, Sweet & Maxwell, WESTLAW (Information retrieval system) 2009 (electronic resource)

            Book Further See: Chapter 14A.0.

          2. Goode on principles of corporate insolvency law - Royston Miles Goode, Royston Miles Goode 2018

            Book Further See: Chapter 11.

          3. Corporate insolvency law: perspectives and principles - Vanessa Finch, David Milman 2017

            Book Further See: Chapters 6, 9 and 10.

      4. Part C: Office Holder Actions and Consequences for Directors 10 items
        1. Essential reading 7 items
          1. Textbooks 1 item
            1. Scots commercial law 2014

              Book Essential See: [14.62]-[14.69]; [14.84]-[14.93].

          2. Legislation 2 items
            1. Insolvency Act 1986

              Legislation Essential See: s212-214; s346ZA-s246ZB; s242-245; s423; s127; s145; s176ZB

            2. Bankruptcy (Scotland) Act 2016

              Legislation Essential See: s229

          3. Cases 4 items
        2. Further 3 items
          1. Palmer's company law - Francis Beaufort Palmer, Sweet & Maxwell, WESTLAW (Information retrieval system) 2009 (electronic resource)

            Book Further See: [15.705]-[15.717]; [15.722]-[15.723]; [15.559.10]-[15.559.37].

          2. Goode on principles of corporate insolvency law - Royston Miles Goode, Royston Miles Goode 2018

            Book Further See: Chapters 13 & 14.

          3. Corporate insolvency law: perspectives and principles - Vanessa Finch, David Milman 2017

            Book Further See: Chapter 16.

      5. Part D: Debt Restructuring: CVAs and Schemes 6 items
        1. Essential reading 3 items
          1. Textbooks 1 item
            1. Scots commercial law 2014

              Book Essential See: [14.47]; [14.100]-[14.106].

          2. Legislation 2 items
            1. Companies Act 2006

              Legislation Essential See: s895-899

        2. Further reading 3 items
          1. Palmer's company law - Francis Beaufort Palmer, Sweet & Maxwell, WESTLAW (Information retrieval system) 2009 (electronic resource)

            Book Further See: Chapter 14.4.

          2. Goode on principles of corporate insolvency law - Royston Miles Goode, Royston Miles Goode 2018

            Book Further See: Chapter 12.

          3. Corporate insolvency law: perspectives and principles - Vanessa Finch, David Milman 2017

            Book Further See: Chapter 1.

      6. ARCHIVE 737 items
        1. Part I: RIGHTS IN SECURITY AND COMPANIES 72 items
          1. Essential Reading 8 items
            1. Scots commercial law 2014

              Book Essential See: paras 11.16-17 and 11.49–74

            2. Report on Sharp v Thomson (SLC No 208, 2007) - Scottish Law Commision

              Document Essential See: Part 5

            3. Sharp v Thomson 1997 SC (HL) 66 - .(c) Scottish Council of Law Reporting

              Legal Case Document Essential

            4. AIB Finance Ltd v Bank of Scotland (1993 SC 588) - 14th July 1993(c) Scottish Council of Law Reporting

              Legal Case Document Essential

            5. Companies Act 1985

              Legislation Essential See: ss 462–466

            6. Insolvency Act 1986

              Legislation Essential See: ss 50–71, 72A and Sch B1 especially paras 14–21, 36, 115 and 116

            7. Companies Act 2006

              Legislation Essential See: ss 859A–859Q

          2. Further Reading 4 items
            1. Registration of Company Charges - G L Gretton 05/2002

              Article 

          3. 1. DEBT FUNDING 1 item
            1. Instead of equity, one may fund a company by "debt". This means simply that the company "borrows" money from a creditor, normally a bank. Most natural persons – like you – can fund yourself only by debt. For a natural person cannot issue shares in herself.

               

              Debt Funding is sometimes known as "leverage" or "gearing". A "highly leveraged" business is one that carries a lot of debt. Why might a company want to get itself into so much indebtedness? It might have something to do with the "magic of leverage". The idea behind leverage is that you can borrow money to make an investment which will generate enough profit to pay off the debt and give the borrower a decent return. It allows businesses to make a substantial investment with a small level of initial capital. Of course, a bigger investment also means a bigger risk and unlike with capital based investment, the borrower stands to lose money which it does not have.

               

              Debt funding can involve complex structures and obscure terminology: securitisation, special purpose vehicles, credit default swaps and collaterallised debt obligations. These all sound very fancy but, at root, they are produced by contract, trusts, a little bit of company law and the law of rights in security.

               

              Particularly since the financial crisis, creditors are aware of the risks that debts will not be repaid and so they tend to seek rights in security to protect their chances of repayment.

          4. 2. RIGHTS IN SECURITY AND COMPANY CHARGES 4 items
            1. Contrasts between Scotland and England

               

              Publicity principle: much more influential in Scotland than in England.

               

              The concept of the charge.

               

               

              Company Law Specialities:

               

              Extra right in security and extra formalities.

               

              Also apply to LLPs:

            2. and:

          5. 3. REGISTRATION OF COMPANY CHARGES: AN EXTRA REQUIREMENT 4 items
            1. Requirement

               

              Normal method of constitution plus registration with Companies House: 2006 Act, s 859A

               

              Applies to all rights in security including assignation in security but not pledge (s 859A(7)). Rights in security over cash deposit as security for a lease or those covering the obligations of Lloyd's members.

               

              Acquiring burdened property: s 859C

               

              21 days allowed: s 859A(4), c.f. s 859F

               

              Company must keep its own records: 859P–859Q

            2. Consequences of failure to register

               

              Void against liquidator, administrator or other creditor: 859H

            3. Double Registration

               

              Administrative burden

               

              Risk of inconsistency

               

              Section 893 orders: none made so far.

          6. 4. FLOATING CHARGE: AN EXTRA RIGHT IN SECURITY 51 items
            1. Background to the floating charge 4 items
              1. Restrictive rules on security over moveables

                 

                Circulating stock

                 

                English example

                 

                Statutory provisions:

              2. Insolvency Act 1986

                Legislation  See: ss 50–72H, 175, 176A, Sch B1 paras 14–21, 70, 115–6

            2. What is a floating charge? 8 items
              1.  Global security:

              2. "a charge ... over all or any part of the property which may from time to time be comprised in its property and undertaking.: 

              3. Floating v fixed security: gap between creation and attachment

                Effect of attachment: "… as if the charge were a fixed security …":

              4. and:

              5. Insolvency Act 1986

                Legislation  See: s 53(7) and Sch B1 para 115(3)

            3. Creating a floating charge 15 items
              1. By execution:

              2. and:

              3. AIB Finance Ltd v Bank of Scotland (1993 SC 588) - 14th July 1993(c) Scottish Council of Law Reporting

                Legal Case Document 

              4. Publicity: registration within 21 days:

              5. If not – void vis a vis liquidator, administrator or other creditor:

              6. Risk of pre-publicity attachment

              7. Risk of "negative pledge clause":

              8. and:

              9. AIB Finance Ltd v Bank of Scotland (1993 SC 588) - 14th July 1993(c) Scottish Council of Law Reporting

                Legal Case Document 

              10. Proposed reform:

            4. Attachment 7 items
              1. Three triggers for attachment:

              2. appointment of a receiver:

                 

              3. para 115 notice or distribution in administration:

              4. Insolvency Act 1986

                Legislation  See: Sch B1, para 115

              5. liquidation:

            5. What can a floating charge cover? 8 items
              1. "Property and undertaking":

              2. That includes land:

              3. BUT: "property and undertaking" can be less than what the company owns:

              4. Read with:

              5. Burnett’s Tr v Grainger 2004 SC (HL) 19 - Lord Bingham of Cornhill , Lord Hoffmann , Lord Hope of Craighead , Lord Hobhouse of Woodborough and Lord Rodger of Earlsferry 4 March 2004(c) Scottish Council of Law Reporting

                Legal Case Document 

            6. Ranking of Floating Charges 9 items
              1. Taming the floating charge:

              2. Insolvency Act 1986 c. 45Arrangement of Act

                Legislation  Preferential debts: ss. 59, 175 and 386, Sch 6.

              3. Insolvency Act 1986 c. 45Arrangement of Act

                Legislation  Prescribed part: 1986 Act, s 176A; SI 2003/2097 - Only applies at discretion unless assets are more tahn £10,000. 50% of assets under £10,000 + 20% of the surplus. Capped at £600,000.

              4. Basic position:

                 

                ·   Behind real rights created before attachment (including "effectually executed diligence")

                ·   Behind expenses of receivership or administration

                ·   Behind preferential creditors

                ·   Behind the prescribed part

                ·   Ahead of post attachment real rights and unsecured creditors

                ·   Among themselves, according to the date of registration

              5. Companies Act 1985

                Legislation  See: s 463(1), 464(4); 1986 Act, s 60; Sch B1 para 116.

              6. Negative pledge causes:

              7. Companies Act 1985

                Legislation  See: s 464(1), (1A) and (2): a floating charge can rank ahead of conventional rights in security granted between the creation and the attachment of a floating charge.

              8. Circle of priority:

              9. Bankruptcy and Diligence etc. (Scotland) Act 2007

                Legislation  See: Ranking by date of registration: s 40(2) Priority for prescribed part/preferential creditors?: s 40(7)

        2. Part 2: CORPORATE INSOLVENCY 637 items
          1. Recommended Reading: 3 items
            1. Scots commercial law 2014

              Book Recommended See: Chapter 14.

            2. Joint Administrators of Rangers Football Club Plc, Noters 2012 S.L.T. 599 - Lord Hodge23 March 2012(c) W. Green & Son Limited

              Legal Case Document Recommended See: Paras 1-9 and 38-61.

          2. Further Reading: 2 items
            1. The law of corporate insolvency in Scotland - John St. Clair, J. E. Drummond Young c2011

              Book Further

          3. Legislation 1 item
            1. Insolvency Act 1986 c. 45Arrangement of Act

              Legislation  Especially ss 1-7B, 73-205 and 242-245, Schc A1 and B1.

          4. 1: GENERAL THEMES OF CORPORATE INSOLVENCY 1 item
            1. Contrast with diligence and rights in security: collective procedure

               

              Contrast with personal insolvency: change of control not transfer of assets; absence of dignitarian protection.

               

              Contrast with earlier approach: "Rescue culture" – especially since 2002

          5. 2. ADMINISTRATION 20 items
            1. The Enterprise Act 2002 (s 248) introduced a new administration regime, replacing Part II of the IA 1986 with a new schedule B1 from 15.9.2003.

               

              "We also wish to ensure that the procedure of administration continues to be the most favoured option for the directors of a company in financial difficulty where there are prospects of rescue" (DTI Productivity and Enterprise, Cmnd 5234, para 2.13)

            2. Purpose of Administration 4 items
              1. (1) The administrator of a company must perform his functions with the objective of

                 

                (a)   rescuing the company as a going concern, or

                (b)   achieving a better result for the company's creditors as a whole than would be likely if the company were wound up (without first being in administration), or

                (c)   realising property in order to make a distribution to one or more secured or preferential creditors

                 

                (2) Subject to sub-paragraph (4), the administrator of a company must perform his functions in the interests of the company's creditors as a whole.

                 

                (3) The administrator must perform his functions with the objective specified in sub-paragraph (1)(a) unless he thinks either-

                 

                (a)  that it is not reasonably practicable to achieve that objective, or

                (b)   that the objective specified in sub-paragraph (1)(b) would achieve a better result for the company's creditors as a whole.

                 

                (4) The administrator may perform his functions with the objective specified in sub-paragraph (1)(c) only if-

                 

                (a)   he thinks that it is not reasonably practicable to achieve either of the objectives specified in sub-paragraph (1)(a) and (b), and

                (b)  he does not unnecessarily harm the interests of the creditors of the company as a whole.

              2. Administration as a replacement for administrative receivership:

            3. Routes into Administration 2 items
              1. Insolvency Act 1986 c. 45Arrangement of Act

                Legislation  See: Para 2 and specific sections listed below

                • Court order: paras 10ff
                  • Insolvent or nearly so and purpose "reasonably likely to be achieved" – para 11
                  • Application by company, directors or creditors – para 12(1)
                  • Applicant must notify those with a right to appoint – para 12(2)

                 

                • Holder of a qualified floating charge: paras 14ff
                  • Who is that?

                 

                Sch B1, para 14

                 

                (1)    The holder of a qualifying floating charge in respect of a company's property may appoint an administrator of the company.

                 

                (2) For the purposes of sub-paragraph (1) a floating charge qualifies if created by an instrument which-

                (a) states that this paragraph applies to the floating charge,

                (b) purports to empower the holder of the floating charge to appoint an administrator of the company,

                (c) purports to empower the holder of the floating charge to make an appointment which would be the appointment of an administrative receiver within the meaning given by section 29(2), or

                (d) purports to empower the holder of a floating charge in Scotland to appoint a receiver who on appointment would be an administrative receiver.

                 

                (3) For the purposes of sub-paragraph (1) a person is the holder of a qualifying floating charge in respect of a company's property if he holds one or more debentures of the company secured-

                (a) by a qualifying floating charge which relates to the whole or substantially the whole of the company's property,

                (b) by a number of qualifying floating charges which together relate to the whole or

                substantially the whole of the company's property, or

                (c) by charges and other forms of security which together relate to the whole or substantially the whole of the company's property and at least one of which is a qualifying floating charge.

                 

                 

                  • Must notify others with a prior right to appoint – para 15
                  • Charge must be enforceable – para 16
                  • No administrative receiver or provisional liquidator is in place – para 17
                  • Lodge with court – paras 18 and 19
                    • notice of appointment
                    • consent and opinion that purpose is "reasonably likely to be achieved"

                 

                • Company or directors: paras 22ff
                  • Barred
                    • For 12 months after a company initiated administration – para 23
                    • For 12 months after CVA moratorium – para 24
                    • During proceedings for adminsitration or winding up – para 25(a) and (b)
                    • During administrative receivership – para 25(c)
                  • Must notify those with a right to appoint – para 26
                  • Lodge with court – para 27
                    • Notice of intention
                    • Statement that no bar applied
                    • Statement that company is insolvent or nearly so.
                  • Lodge with court – para 29
                    • notice of appointment
                    • consent and opinion that purpose is "reasonably likely to be achieved"

            4. Effect of Administration 2 items
              1. Dismissal of winding up petition or receiver – paras 40–41

                 

                Moratorium on legal process against the company

                 

                • Other insolvency procedures: paras 42
                • Diligence, repossession or enforcement of security: para 43

                 

                Note interim moratorium: para 44

                Imposes duty of publicity: para 45

                 

                Confers powers and imposes duties on the administrator

            5. Process of Administration 3 items
              1. Publication, production of statement of affairs, proposals (note para 73), negotiation with and approval from creditors: paras 36–58

                 

                Exemption from meetings – para 52

                ·         Enough to pay everyone

                ·         Very poor prospects

                 

                Rules on meetings – para 53:

                ·         General rules in Part 7 of the 1986 rules: r 2.26

                ·         Majority in value: r 7.12

                 

                Lack of approval – para 55

                 

                Implementing the proposals

                 

                (a)    Powers, duties and responsibilities of the administrator

                 

                o   "do anything necessary or expedient for the management of the affairs, business and property of the company" – para 59(1)

                o   Take control of company property – para 67

                o   Manage the company's business – para 68

                o   Agent of company – para 69

                o   Administrator may sell assets subject to security free of security

                § Floating charge: property acquired replaced property sold under charge – para 70

                § Fixed security: need court approval, security holder has first call on proceeds – para 71

                 

                (b)  Creditors and members can apply to court for relief – para 74

            6. Routes out of Administration 3 items
              1. Default duration is 1 year – para 76

                 

                CVA: 1986 Act Part I

                 

                Liquidation: 1986 Act Part IV

                 

                Pay all creditors

                Distribution to creditors: 1986 Rules r 2.40 and 2.41

            7. Pre-pack Administrations 1 item
              1. Sale of "business" (i.e. assets) by administrator very soon after appointment, implementing a deal which was already negotiated.

                 

                Advantages:

                • Maintains continuous trading
                • Avoids uncertainty and loss of confidence
                • Preservation of employment contracts

                 

                Disadvantages:

                • Can exclude unsecured creditors from having their say
                • Very difficult for courts to supervise properly
                • Potential for abuse

            8. Assessment 1 item
              1. ·         Focus on rescue;

                ·         Effective removal of directors' powers;

                ·         Moratorium gives breathing space

                ·         EA 2002 allows administration to replace receivership by redefining purposes and powers 

          6. 3. COMPANY VOLUNTARY ARRANGEMENT (CVA) 7 items
            1. What is it? 2 items
              1. [2002] B.C.C. 247 Commissioners of Inland Revenue v Adam & Partners Ltd - Peter Gibson , Mummery and Latham L JJ. Judgment delivered 9 October 2000

                Legal Case Document  “a composition in satisfaction of the company’s debts or a scheme of arrangement of its affairs”.

              2. Insolvency practitioner is nominated to supervise/act as trustee to supervise implementation of the scheme: See s 1(2).

                 

                Implementation is ultimately supervised by the court: See s 7.

            2. How Do You Get One? 2 items
                • Proposal
                  • by directors: s 1(1), – Optional moratorium for small companies: (new) s 1A
                  • by administrator or liquidator: s 1(3)
                • [Report by nominee to the court: s 2; Sch A1 paras 6–7]
                • Meetings of creditors and company: ss 3–4
                  • Vote in proportion to debt/shareholding: r 1.15A and 1.15AA
                  • Majority binds minority: 75% (by value) for creditors; 50% for members: 1986 Rule, r 1.16A(2) and 1.16B
                  • BUT no secured or preferential creditor can be prejudiced unless they consent: s 4(3) and (4)
                • Report to court and potential challenge: ss 4A–6

            3. Assessment 1 item
                • Bespoke solution
                • Preservation of company as going concern
                • Operational control remains with directors
                • Not that difficult to block
                • Not necessarily recognised as an insolvency procedure abroad.

          7. 4. Scheme of Arrangement 17 items
            1. What is it? 2 items
              1. Basic idea is very similar to a CVA: a negotiated solution to insolvency:

            2. Distinctives 7 items
              1. Explicit inclusion of restructuring of share capital:

              2. May involve amalgamation or transfer of assets to a different company:

              3. Mechanism for overcoming hold-out secured or preferential creditors:

                • No moratorium

            3. Classes of Creditors 4 items
              1. A group of creditors with sufficiently similar interests to allow them to "consult together with a view to their common interest" constitutes a class:

              2. If majority in number owed 75 % by value of a class of creditors consent, the whole of that class is bound:

            4. How Do You Get One? 2 items
              1. Scottish Lion Insurance Co Ltd, Petitioner [2011] CSIH 18

                Legal Case Document  See: Outline of procedure, esp at para 10.

                  • Apply to court for order calling meetings: s 896
                    • Company
                    • Creditor or member
                    • Liquidator
                    • Administrator
                  • Publicise and hold meeting: s 897–8
                    •  Majority in number with 75% by value test
                  • Return to court for second order: s 899
                    • Court retains discretion: Re Hawk Insurance Co Ltd

            5. Assessment 1 item
                • Avoids the s 4 limitation
                • Extra court hearings can make it a bit expensive

          8. 5. LIQUIDATION (AKA “WINDING-UP”) 22 items
            Liquidation involves realising the company’s property and distributing it to those entitled to it; it is followed by the dissolution (the ending of the legal status) of a company. Liquidation may follow a CVA or administration (or both) or may take place without either of those processes having occurred. General aim of liquidation: s 107 – realisation of company’s property and application of proceeds to liabilities and any surplus to members.
            1. Voluntary and compulsory winding up 3 items
              1. Voluntary: by resolution – 1986 Act, Chapters 2–4

              2. Compulsory: by court order – 1986 Act, Chapter 6

            2. Voluntary winding up 5 items
              1.  

                 

                General provision: s 84. Must notify qualifying floating chargeholder: s 84(2A)

              2.  

                 

                Members' voluntary winding up v creditors' voluntary winding up – depends on the solvency of the company: s 90. See also ss 89 and 95–6.

              3.  

                 

                In a creditors' winding up, creditors must be called to a meeting and a statement of affairs laid before them (ss 98–99) and the creditors' meeting has the right to nominate the liquidator (ss 91 and 100)

                 

              4.  

                 

                In both cases, the date of winding up is the date of the resolution: s 86.

                Notice of this must be published in the Gazette within 14 days: s 85.

                Notice of appointment of the liquidator must also be published within 14 days: s 109.

            3. Compulsory winding up 7 items
              1.  

                Which court? 

              2. Court of Session has general jurisdiction. The relevant sheriff court has jurisdiction for share capital of £120,000 and less

              3.  

                 

                When? s 122

                 

                • Special resolution to be wound up by court
                • More than a year since registration and no trading certification
                • No trading for more than a year
                • Unable to pay debts
                • Failure to agree CVA at the end of a moratorium
                • Otherwise just and equitable
                • Floating charge is "in jeopardy"

              4.  

                 

                Inability to pay debts s123

                 

                • Non-satisfaction of written demand for payment of more than £750 for three weeks
                • Execution of a judgment in England and Wales returned unsatisfied
                • In Scotland, days of charge expire without payment
                • In NI certificate of unenforceability
                • Court satisfied of simple insolvency
                • Court satisfied of absolute insolvency.

              5.  

                 

                Application s 124

                 

                • Company
                • Directors
                • Creditors
                • [Contributory] – sole shareholder or shareholder for at least 6 months in the last 18
                • European insolvency administrator
                • Government official

              6.  

                 

                Commencement s 129

                 

                • Resolution to petition
                • Presentation of petition
                • Must be registered "forthwith" with Companies House: s 130

                 

              7.  

                 

                Consequences

                 

                • Post winding up dispositions are void unless court says otherwise: s 127
                • Post winding up execution of English and Welsh property void: s 128
                • Proceedings against company stayed: s 130(2)
                • Court appoints "interim liquidator": s 138

            4. Liquidators 6 items
              1.  

                 

                • Creditors' and contributories' meetings within 28 days of winding up order to choose liquidator: ss 138(2), 139. [C.f. court appointment following administration or CVA: s 140.]
                • Must publish notice of appointment within 14 days: s 109

                 

                • Functions: secure the assets, realise and distribute – s 143

              2.  

                 

                ·         Powers:

                o   Can apply to court for vesting of property – s 145

                o   Basic provisions: ss 165–7

                o   Set out in Sch 4

                o   Requiring sanction: pay or compromise; challenge transactions

                o   Without sanction in voluntary winding up: general litigation; carry on business

                o   Without sanction: sell and convey property; authority to act on company's behalf; claim in insolvency; deal with negotiable instruments; grant rights in security; appoint agents; other things necessary for winding up.

              3.  

                 

                ·         Adjustment of transactions prior to insolvency:

                 

                o   s 242 gratuitous alienations (5 years for associates, 2 years otherwise)

                o   s 243 unfair preferences (6 months)

                o   s 245 avoidance of certain floating charges

                o   Common law challenge to fraudulent preferences:

              4.  

                 

                • Order of payment (Insolvency (Scotland) Rules 1986 SI 1986/1915) r 4.66 – assume that fixed charges have already been enforced by repossession and sale

                 

                (i)             Expenses of the liquidation (and any CVA)

                (ii)           Preferential debts

                (iii)         Holders of floating charges (subject to the s 176A fund for unsecured creditors)

                (iv)          Ordinary trade creditors (unsecured)

                (v)            Post winding up interest

                (vi)          Postpoined debts

                (vii)        Members

              5.  

                 

                • Dissolution – ss 204–205

            5. Assessment 1 item
                • Clean break
                • No more money wasted on a pointless process
                • Potential to be unnecessarily wasteful

          9. 6. THE COMPANY AND ITS OFFICERS DURING THE INSOLVENCY PROCESS 4 items
              • The Company: status and powers are unaffected but must cease trading following the passing of a (voluntary) liquidation resolution or the making of a (compulsory) liquidation order: s 87

               

            1.  

               

              • Directors' powers

              CVA: depends on terms

              Administration: directors superseded by administrator: Sch B1 para 64

              Liquidation: directors' powers cease when winding-up resolution/order takes effect: s 103

               

              • Directors' duties and liabilities

              The statutory general duties (CA 2006 ss 171-177) continue

              s213 and s214 IA 1986 may impose personal liability on directors

              CDDA 1986 s.6 may result in a director of an insolvent company being disqualified for "unfitness"

               

          10. AGENCY 221 items
            1. Reading 3 items
              1. Commercial law in Scotland - Fraser Davidson, Denis J. Garrity, Laura Macgregor, Lorna Richardson 2016

                Book  See: Chapter 2

              2. Scots commercial law 2014

                Book  See: Chapter 4

              3. Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480 - Willmer, Pearson and Diplock L.JJ. 1963 Dec. 9, 10, 11. 1964 Jan. 24.(c) Incorporated Council of Law Reporting for England & Wales

                Legal Case Document 

            2. Further Reading 2 items
              1. The law of agency in Scotland - Laura Macgregor, Scottish Universities Law Institute, WESTLAW (Information retrieval system), Sweet & Maxwell 2013

                Book 

              2. Bowstead and Reynolds on agency - William Bowstead, F. M. B. Reynolds 2018

                Book 

            3. 1. BASIC CONCEPT 13 items
              1. The Principal and Agent


                "An agent has been described as… 'a person who has authority to act for and on behalf of another (called the principal) in contracting legal relations with third parties; and the agent representing the principal creates, alters or discharges legal obligations of a contractual nature between the latter [i.e. the principal] and third parties'": (Davidson et al, 64, references omitted).

              2. Categories of agent

                 

                There are various categories of agent such as a generalagent, a specialagent, a mercantile agent (see Factors Act 1889, s1(1)):

              3. or a del credere agent (see, eg, Stein's Assignees v Brown (1830) 8 S 1064):

              4. Stein’s Assignees v Brown (1830) 8 S 1064 - Ld. Mackenzie July 10 1830

                Legal Case Document 

              5. The categorisation reflects the function of the agent and carries implications for the scope of authority (below).

              6. Agency v agency-like situations

                 

                Distributorship v true agency

              7. Negotiorum gestio v true agency

              8. Fernie v Robertson (1871) 9 M 437 - Lord Gifford. I.Jan.191871

                Legal Case Document 

              9. Negotiorum gestio

                Chapter  Para 95 and the references there given.

              10. Negotiorum gestio

                Chapter  para 97 and the references there given.

              11. Negotiorum gestio

                Chapter  para 98 and the references there given.

              12. A tripartite situation

                (a) Agent–Principal: the agency contract

                (b) Principal–Third Party: juridical acts done by the agent

                (c)Agent–Third Party: when things go wrong

            4. 2. THE PRINCIPAL AND THIRD PARTY 5 items
              1. General principle 1: An agent acting within her authority for a disclosed and named principal binds her principal in dealings with a third party

              2. Commentaries on the law of Scotland, and on the principles of mercantile jurisprudence - George Joseph Bell, John M'Laren MDCCCLXX [1870

                Book  See: I, 539

              3. Millar v Mitchell (1860) 22 D 833 - st Division.17 February 1860 Lord Neaves. C.Feb. 17 1860

                Legal Case Document 

              4. Juridical acts done by the agent on behalf of the principal are attributed to the latter rather than the former. Therefore, the principle and not the agent is a party to any contract.

              5. Key concepts: authority and disclosure

            5. 3. AUTHORITY 1 item
              1.  

                Scope and source

                 

                Scope: Does the agent have authority to do this particular act?

                 

                General v specific authority

                 

                Type: What kind of authority does the agent have?

                 

                An agent's authority can be actual, apparent or retrospective.

            6. 4. ACTUAL AUTHORITY 10 items
              1.  

                 

                General principle 2: An agent acting outside the scope of her authority cannot bind her principal in dealings with a third party.

                 

                What is the scope of an agent's authority? This is a function of both the category of agent concerned and the authority of the agent.

                 

                Actual authority sub-divides into express or implied authority. 

                 

                (a) Express

                 

                The authority is set out in the agency contract.

                 

                (b) Implied

                 

                Authority can be implied:

                 

                -          Into the terms of the agency contract;

                 

                -          From the category of agent: mercantile agents (Factors Act 1889 s 2); partners (Partnership Act 1890 s 5); or

                 

                -          From the circumstances of the case – usual and customary authority: Black v Cornelius (1879) 6 R 581:

                 

              2. Ad hoc agency – implied authority for a specific transaction:

              3. Whitbread Group plc v Goldapple (No 2) 2005 SLT 281 - Lord Drummond Young19 November 2004(c) W. Green & Son Limited

                Legal Case Document 

              4. Revocation:

              5. Commercial law in Scotland - Fraser Davidson, Denis J. Garrity, Laura Macgregor, Lorna Richardson 2016

                Book  See: 95

            7. 5. APPARENT AUTHORITY 14 items
              1. There is no express or implied authority but the representation or conduct of the principal creates the impression of authority.

              2. Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480 - Willmer, Pearson and Diplock L.JJ. 1963 Dec. 9, 10, 11. 1964 Jan. 24.(c) Incorporated Council of Law Reporting for England & Wales

                Legal Case Document 

              3. An agent cannot represent his own authority:

              4. Armagas v Mundogas SA (The Ocean Frost) [1986] AC 717 - Lord Keith of Kinkel, Lord Brandon of Oakbrook, Lord Templeman, Lord Griffiths and Lord Oliver of Aylmerton Stephenson, Dunn and Robert Goff L.JJ.

                Legal Case Document 

              5. Traditionally treated as a species of personal bar. 

            8. 6. RATIFICATION OF ACTS OUTSIDE THE AUTHORITY OF THE AGENT 19 items
              1. General principle 3: a valid ratification produces the same result as if the agent had acted under antecedent authority.  

              2. Goodall v Bilsland 1909 SC 1152

                Legal Case Document  Ratification defeats withdrawal by third party from transaction; status of this case not speculated upon in Scotland.

              3. The Law of Agency in Scotland - L. J. Macgregor 2013

                Book  (11.33)-(11.34)

              4. Companies Act 2006

                Legal Case Document  The principle must be in existence. See: s 51 (1).

              5.          Conditions for ratification to be effective:

                       

                -          The contract must be otherwise valid;

                 

                 

                 

                 

              6. Companies Act 2006

                Legal Case Document  The principal must have legal capacity. See: ss. 39-40.

              7. Commercial law in Scotland - Fraser Davidson et al 2016

                Book  The principal must have legal capacity. See: pp. 72-73.

              8. The agent must have purported to act as an agent – ie ratification is not possible in cases where there is an undisclosed principal.

              9. The principal must make an informed choice.

              10. Time-limits cannot be extended by ratification.

              11. Gray v Braid Logistics (UK) Ltd

                Legal Case Document  See: esp. (102), (105).

              12. Cannot unfairly prejudice rights of others.

              13. Gray v Braid Logistics (UK) Ltd

                Legal Case Document  See: esp. (88)-(89), (117) ff.

            9. 7. DISCLOSURE 17 items
              1. What if the agent does not disclose or name the principal?

                 

                 

                (a) A disclosed and named principal: third party bound to principal

              2. Commercial law in Scotland - Fraser Davidson et al 2016

                Book  Principal need only be readily discoverable. See: p. 86.

              3. (b) A disclosed but unnamed principal: 

              4. (c) An undisclosed principal

              5. Commercial law in Scotland - Fraser Davidson et al 2016

                Book  SeeL: pp. 88-89.

              6. The third party must elect whether to sue the agent or the principal.

              7. Talbot Underwriting Ltd v Nausch Hogan & Murray Inc

                Legal Case Document  The principal can sometimes disclose and enforce a contract if third party willing to contract with others.

              8. Principal may not be able to enforce if counterparty's identity very important to third party.

            10. 8. THE AGENT AND THE THIRD PARTY 13 items
              1. If all goes well, there should be no legal relations between the agent and the third party. However, the agent can have obligations to the third party in some cases.

                 

                Bound under the contract

              2. (a) Disclosed or unnamed principal (see above)

              3. (b) Companies Act 2006

              4. (c) Execution of documents:

              5. Commercial law in Scotland - Fraser Davidson, Denis J. Garrity, Laura Macgregor, Lorna Richardson 2016

                Book  See: pp. 86-87

              6. Bound to compensate for the loss of the bargain

                 

                (d) Breach of warranty of authority:

              7. Strict liability to pay damages compensating the third party for loss of the bargain

              8. Commercial law in Scotland - Fraser Davidson, Denis J. Garrity, Laura Macgregor, Lorna Richardson 2016

                Book  See: pp. 90-91

              9. Analysed as a collateral contract or promise:

              10. Cheshire Mortgage Corporation v Grandison [2012] CSIH 66; 2013 SC 160 - 23 September 2011(c) Scottish Council of Law Reporting

                Legal Case Document 

            11. 9. THE PRINCIPAL-AGENT RELATIONSHIP: THE AGENT’S DUTIES 53 items
              1. An agent owes duties arising from the (agency) contract and from the fiduciary nature of the relationship with the principal:

              2. (a) To follow instructions:

              3. (b) Duty of skill and care: the basic standard expected of any agent is to act as would "… a prudent man in managing his own affairs"

              4. Commentaries on the law of Scotland, and on the principles of mercantile jurisprudence - George Joseph Bell, John M'Laren MDCCCLXX [1870

                Book  See: I, 516.

              5. The standard for a professional person is that of a reasonably competent member of the profession:

              6. Hunter v Hanley 1955 SC 200 - (c) Scottish Council of Law Reporting

                Legal Case Document  leading modern professional negligence case

              7. Woodhouse v Wright Johnston & Mackenzie 2004 SLT 911 - Temporary Judge T G Coutts, QC2 July 2004(c) W. Green & Son Limited

                Legal Case Document  example of solicitor, a classic agent

              8. Trade custom may impose special duties on the agent.

              9. (c) No delegation: general rule subject to exceptions, eg: when the task does not involve particular skill

                 

              10. when the task is beyond the agent's expertise

              11. Commentaries on the law of Scotland, and on the principles of mercantile jurisprudence - George Joseph Bell, John M'Laren MDCCCLXX [1870

                Book  See: I, 517

              12. Robertson v Foulds (1860) 22 D 714 - st Division.9 February 1860 Sheriff of Lanarkshire. C.Feb. 9 1860

                Legal Case Document  Glasgow solicitors instructing London solicitors to take a case to the House of Lords

              13. trade custom (suggested by LJ MacGregor in fine, citing, inter alia, Black v Cornelius (1860) 22 D 714); or when the agency contract so provides:

              14. The law of agency in Scotland - Laura Macgregor, Scottish Universities Law Institute, WESTLAW (Information retrieval system), Sweet & Maxwell 2013

                Book  See: 7.19 in fine, citing, inter alia, Black v Cornelius (1860) 22 D 714); or when the agency contract so provides.

              15. (d) Duty to account to the principal: this covers both an explanation of transactions to which the agent has bound the principal and a statement of sums due and payable by the principal:

              16. (e) Fiduciary duties: good faith and loyalty – the now classic (but imperfect) introduction is:

              17. Bristol & West Building Society v Mothew - ( Staughton , Millett and Otton L.JJ. ):July 24, 1996

                Legal Case Document  See: Chapter 1, 16-19

              18. substantially approved in:

              19. MacRoberts LLP v McCrindle Group Ltd [2016] CSIH 27 - Lord Brodie , Lady Clark of Calton and Lord McGhie Lord Tyre28 April 2016(c) Scottish Council of Law Reporting

                Legal Case Document  See: 47 ff

              20. and see further:

              21. The law of agency in Scotland - Laura Macgregor, Scottish Universities Law Institute, WESTLAW (Information retrieval system), Sweet & Maxwell 2013

                Book  See: Chapter 6

              22. - No conflicts of interest, actual or potential –

              23. M’Pherson’s Trs v Watt (1877) 5 R (HL) 9 - Ld. Chancellor (Cairus) Ld. O’Hagan Lord Blackburn Lord Gordon.3 Dec. 1877(c) Scottish Council of Law Reporting

                Legal Case Document 

              24. - Undivided loyalty – no direct competition, and only acting for principal's competitors sometimes,[1] where all principals agree, or where agent's business is to act for multiple principals) –

                [1] There will be no time to explain a difficult Scots case of which you should be aware, but which is replaced on the handout for ease of exposition. In Lothian v Jenolite Ltd 1969 SC 111, an agent selling for the pursuer-principal also bought and sold products marketed by its principal's competitors without the pursuer-principal's consent. The agent was absolved of liability. The court emphasised the written nature of the contract, the absence of an express non-compete clause, and the fact that the agent could not have carried on his business if the pursuer-principal's pleadings were correct (see especially at 122 in medio (Lord Milligan), and then at 122-123 (Lord Wheatley), 124-125 (Lord Walker). The case can be defended on proposition (iii). It was in the nature of the agent's business to act for multiple principals (see Kelly v Cooper [1993] AC 205 (PC)). But it establishes no general propositions, eg, that (a) an agent's interests may conflict with its principal's, provided those conflicts arise outwith the course of its agency (what Lord Milligan called "in an outside matter" in coming close to endorsing this view), whatever that means, or (b) an agent may act for competing principals without their informed consent. Apparently, no Scots authority contradicts either rule. But both contravene the very general no-conflict duty, on authority predating the Lothian case (see the Scots and English authorities from the nineteenth century onwards endorsed in Johnston v MacFarlane's Trustees 1986 SC 298 (OH and IH) 303, 305-306, 310, 313-314; and MacRoberts LLP v McCrindle Group Ltd [2016] CSIH 27; 2017 SC 1 [51]).

              25. Rossetti Marketing Ltd v Diamond Sofa Co Ltd [2012] EWCA Civ 1021 - /2720 and 3286Court of Appeal (Civil Division)27 July 2012Before: The Master of the Rolls Lord Justice Moses and Lord Justice Rimer Date: 27/07/2012Crown copyright

                Legal Case Document 

              26. Analysis 08/01/2013

                Article  see: p. 71

              27. - Secret profits –

              28. Imageview Management v Jack Ltd [2009] EWCA Civ 63 - /1408Court of Appeal (Civil Division)13 February 2009Before: The Rt Hon Lord Justice Mummery The Rt Hon Lord Justice Dyson and The Rt Hon Lord Justice Jacob Date: 13/02/2009Crown copyright

                Legal Case Document 

              29. - No use of confidential information for own benefit –

              30. Boardman v Phipps [1967] 2 AC 46 - March 2, 3; April 25; June 7, 8, 9, 13; Nov. 3.(c) Incorporated Council of Law Reporting for England & Wales

                Legal Case Document 

              31. Further generalities

              32.  

                Remedies include: disgorgement of profits; voidability of transactions; constructive trust. For a short treatment, see:

              33. Gloag and Henderson: the law of Scotland - W. M. Gloag, R. Candlish Henderson 2017

                Book  See: 41.06

              34. and equitable compensation putting the beneficiary of the fiduciary duty in the position he would have been in if the trustee had performed his obligation:

              35. Allowance for care and skill? Controversial. Compare Imageview (no); Boardman (yes).

              36. Escape with voluntary, full disclosure, providing informed consent:

              37. Parks of Hamilton Holdings Ltd v Campbell [2014] CSIH 36; 2014 SC 726 - 30 April 2013(c) Scottish Council of Law Reporting

                Legal Case Document  See: [28], [34]ff (director profiting from position during and after sale of company).

              38. Fiduciary obligations do not generally survive fiduciary relationships:

              39. Bolkiah v KPMG [1999] 2 AC 222 - Nov. 9, 10, 11; 18; Dec. 18(c) Incorporated Council of Law Reporting for England & Wales

                Legal Case Document  See: 234-235

              40. Uncertain in Scotland –

              41. Ecclesiastical Insurance Office plc v Whitehouse-Grant-Christ [2017] CSIH 33 - /00Extra Division, Inner House, Court of Session26 May 2017 Lord Bracadale Lord Malcolm Lord McGhie26 May 2017Crown copyright

                Legal Case Document 

              42. Ecclesiastical Insurance Office plc v Whitehouse-Grant-Christ 2017 SLT 697 - Lords Bracadale , Malcolm and McGhie 26 May 2017(c) W. Green & Son Limited

                Legal Case Document  See: [12] (Lord Bracadale reserving his opinion), [20] (Lord Malcolm, dissenting as to the result, seemingly approving the default position in Bolkiah), [53]ff (Lord McGhie, approving Bolkiah).

              43. The agency contract may expressly or impliedly alter the default rules (above):

              44. Kelly v Cooper [1993] AC 205 - Lord Keith of Kinkel , Lord Ackner , Lord Browne-Wilkinson , Lord Mustill and Lord Slynn of Hadley 1992 June 2, 3; Oct. 19(c) Incorporated Council of Law Reporting for England & Wales

                Legal Case Document  See: 213-214

            12. 10. THE PRINCIPAL-AGENT RELATIONSHIP: THE PRINCIPAL’S DUTIES 11 items
              1. (a) Remuneration – material contribution to transaction:

              2. Walker, Fraser & Steele v Fraser’s Trs 1910 SC 222 - (c) Scottish Council of Law Reporting

                Legal Case Document  See: 229

              3. usual amount in the trade, or quantum meruit:

              4. Robb v Kinnear’s Trs (1825) 4 S 106 - Lord Mackenzie . M'K .June 21. 1825.

                Legal Case Document  estate agent

              5. Kennedy v Glass (1890) 17 R 1085

                Legal Case Document  moonlighting architect

              6. (b) Reimbursement, relief and lien

                 

                - Expenses incurred in the course of the agency:

              7. - Relief from liabilities:

              8. - Lien (see below) :a general lien is available to commercial or mercantile agents, solicitors and stockbrokers; other agents have only a special lien:

              9. The law of agency in Scotland - Laura Macgregor, Scottish Universities Law Institute, WESTLAW (Information retrieval system), Sweet & Maxwell 2013

                Book  See: [8.21]-[8.45]

            13. 11. TERMINATION OF AGENCY 13 items
              1. (a) by performance, mutual agreement, or otherwise according to the express or implied contract terms (eg as regards notice or a fixed term);

              2. (b) by either party's unilateral revocation, subject to relief, potential liability in damages, loss of commission (but query dicta re liability in unjustified enrichment):

              3. Graham v United Turkey Red 1922 SC 533 - Ld. Anderson , Lord Justice-Clerk (Scott Dickson) , Lord Salvesen , Lord Ormidale , Lord Hunter 10 June 1922(c) Scottish Council of Law Reporting

                Legal Case Document 

              4. (c) by death or insolvency of any party, the insanity of the agent (but not necessarily the principal):

              5. The law of agency in Scotland - Laura Macgregor, Scottish Universities Law Institute, WESTLAW (Information retrieval system), Sweet & Maxwell 2013

                Book  See: [10-04]-[10-06], [11-09]-[11-10]

              6. or (d) by reasonable notice in certain employment-like agencies:

              7. Martin-Baker Aircraft Co Ltd v Canadian Flight Equipment Ltd [1955] 2 QB 556 - McNair J.1955 June 7, 8, 10.(c) Incorporated Council of Law Reporting for England & Wales

                Legal Case Document 

              8. Further general points

                 

                Irrevocability at common law (there are exceptions)? [2] Not generally, even if so agreed. But, following Angove's Pty Ltd v Bailey [2016] UKSC 47 [3] ...

                 

                [2] It has unfortunately not been possible to locate an entirely clear Scots authority, or any detailed commentary, on point. The mandate case of Premier Briquette Co v Gray 1922 SC 329 (OH and IH) appears to support point (b)(i), to be explained in the lecture. The Lord Ordinary cited and applied relevant English authority (see at 334-335). But his Lordship was affirmed only by a majority of the Second Division, which did not address the issue at hand. So the Supreme Court decision on the handout is cited primarily for a modern explanation of the position which Scots law might finally adopt. Gloag & Henderson: The Law of Scotland (14th edn, 2017) [18.18] cites the case with approval (see also ibid, [18.02], citing Premier Briquette). Note, however, that in South Africa, another leading mixed jurisdiction, the position as to irrevocability is uncertain, and may be narrower. To be irrevocable, the agent's power may have to amount to the cession of a real right, rather than, eg, just permit its eventual conferral. Pending a decision of the Supreme Court of Appeal, see the fascinating first instance judgments of Peter AJ in Chevron South Africa (Pty) Ltd v Ufudu Transport (Pty) Ltd [2016] ZAGPJHC 251 [17]-[56] esp [54], available at this link, and Keyes NO v Ellinas [2016] ZAGPPHC 1187, available at this link, and the highly critical treatment by M Dendy (rev) and JC de Wet, 'Agency and Representation' in LTC Harms and JA Faris (eds), The Law of South Africa, vol I (3rd edn, 2014) [149].

                [3] Do not read the constructive trust part of the case ([18]-[32]). It is irrelevant, difficult, obiter, and of uncertain value.

              9. ... irrevocability is possible if:

                 

                (a) the parties so agree, on the true construction of the agency relationship; and

                 

                (b) authority is given (i) with the purpose of securing an interest of the agent's so as to stultify the agent's duty of loyalty (eg to secure or permit the conferral of a proprietary interest, or the performance of an obligation), including (ii) an accrued right to commission (noted critically on this latter point by P Watts, (2017) 133 LQR 11, 12-13; and see further idem (ed), Bowstead & Reynolds on Agency (21st edn, 2017) [10-07]).

              10.  

                and see further:

              11. Bowstead and Reynolds on agency - William Bowstead, F. M. B. Reynolds 2018

                Book  See: [10-07]

            14. 12. COMMERCIAL AGENTS – A SPECIAL REGULATORY REGIME 47 items
              1. Legislation:

              2. Commercial Agents (Council Directive) Regulations 1993 (SI 1993/3053)

                Legislation  derived from the Self Employed Commercial Agents Directive 86/653/EC

              3. Definition of a commercial agent (reg 2(1)):

                 

                "A self-employed intermediary who has continuing authority to negotiate the sale or purchase of goods on behalf of another person (the "principal") or to negotiate and conclude the sale or purchase of goods on behalf of and in the name of that principal."

                 

                Meaning of "continuing authority to negotiate"

              4. McQuillan v McCormick [2010] EWHC 1112 (QB) - 6High Court of Justice Queen's Bench Division Newcastle Upon Tyne District Registry Mercantile List17 May 2010Before : HH Judge Behrens sitting as a Judge of the High CourtDate: 17th May 2010Crown copyright

                Legal Case Document 

              5. European Commercial Cases

                Journal  approving P J Pipe and Valve Co v Audco India Ltd [2005] EWHC 1904 (QB)

              6. Lloyd's law reports 1968-

                Journal  See: [2008] 2 Lloyd's Rep 108 [16]-[21]

              7. Invicta UK v International Brands Ltd [2013] EWHC 1564 (QB) - 4High Court of Justice Queen's Bench Division14 June 2013Before: His Honour Judge Ralls QC (sitting as a High Court Judge)Date: 14/6/13Crown copyright

                Legal Case Document 

              8. Invicta UK v International Brands Ltd [2013] ECC 30 - Judge Ralls QC , sitting as a High Court Judge 14 June 2013

                Legal Case Document  See: [31]-[35]

              9. W Nagel (a firm) v Pluczenik Diamond Co NV [2017] EWHC 1750 (Comm) - -000087High Court of Justice Queen's Bench Division Commercial Court13 July 2017Before : The Hon. Mr Justice Popplewell Date: 13/07/2017Crown copyright

                Legal Case Document  See: [42]-[44]

              10. The "sale of goods"

              11. Software Incubator Ltd v Computer Associates Ltd [2016] EWHC 1587 (QB) - -000241High Court of Justice Queen's Bench Division London Mercantile Court1 July 2016Before: Honour Judge Waksman QC (sitting as a Judge of the High Court)Date: 1 July 2016Crown copyright

                Legal Case Document 

              12. Software Incubator Ltd v Computer Associates Ltd [2016] 2 CLC 77 - HH Judge Waksman QC (sitting as a High Court judge)Judgment delivered 1 July 2016

                Legal Case Document  broad commercial functional meaning; perhaps restricted use; tangible delivery / property transfer unnecessary

              13. Exclusions from this regime include:

              14. - transactions other than sale/purchase of goods. Nuanced – eg, computer software is included:

              15. Software Incubator Ltd v Computer Associates Ltd [2016] EWHC 1587 (QB) - -000241High Court of Justice Queen's Bench Division London Mercantile Court1 July 2016Before: Honour Judge Waksman QC (sitting as a Judge of the High Court)Date: 1 July 2016Crown copyright

                Legal Case Document 

              16. Software Incubator Ltd v Computer Associates Ltd [2016] 2 CLC 77 - HH Judge Waksman QC (sitting as a High Court judge)Judgment delivered 1 July 2016

                Legal Case Document  See: [35]ff

              17. - Commodity exchanges or markets. Example: diamonds and precious metals:

              18. W Nagel (a firm) v Pluczenik Diamond Co NV [2017] EWHC 1750 (Comm) - -000087High Court of Justice Queen's Bench Division Commercial Court13 July 2017Before : The Hon. Mr Justice Popplewell Date: 13/07/2017Crown copyright

                Legal Case Document 

              19. - company director or officer acting on behalf of the company;

              20. - a partner acting on behalf of a partnership

              21. or when the relevant activities of the agent are 'secondary':

              22.  Reg 2(3)-(4), and: 

              23. McAdam v Boxpak Ltd 2006 SLT 217 - (c) W. Green & Son Limited

                Legal Case Document 

              24. The regime alters the common law to some extent – two changes are significant.

              25. (a) Commission: reg 8 provides for commission to be payable to the agent after the agency has terminated if the transaction is "mainly attributable" to his efforts and concluded within a reasonable time (8(a)); or if the order of the third party reached the principal or commercial agent before the agency contract terminated (8(b)). This is a default rule and can therefore be altered or removed by the agency contract. It is also more exacting for repeat orders than when the contract is in effect (see reg 7(b), and:

              26. Monk v Largo Foods Ltd [2016] EWHC 1837 (Comm) - Folio 1553High Court of Justice Queen's Bench Division Commercial Court22 July 2016Before: David Foxton QC (sitting as a Deputy Judge of the High Court)Date: 22/07/2016Crown copyright

                Legal Case Document 

              27. (b) Termination: notice and indemnity and compensation provisions

              28. - Notice: reg 15 sets minimum notice periods – this is a default rule and can be adjusted upwards by the agency contract.

              29. - Indemnity: reg 17 enables an agency contract to specify that an agent will be indemnified following termination of the agency for the continuing benefits derived by the principal from the agency – the maximum sum is one year's remuneration. If the contract does not provide for indemnity, the compensation provision applies. Can contract for choice, but not for whichever is the lesser, and cheaper for the principal:

              30. Brand Studio Ltd v St John Knits Inc [2015] EWHC 3143 (QB) - -000084High Court of Justice Queen's Bench Division Mercantile Court2 November 2015Before: Mr. Justice Teare Date: Monday 2nd November 2015Crown copyright

                Legal Case Document 

                • Compensation: reg 17 provides for compensation to be paid to the agent following termination for loss of opportunity to earn commission
                • (17(a)) and for investment in the agency that has not been recouped (17(b)
                • Termination includes expiry of a fixed term agency: 

                • It does not include "partial termination": 

                • There is no limit to the compensation payment: 

                • But note

              31. [Note: reg 17 is a mandatory rule (see reg 19) and so either indemnity or compensation will apply to "commercial agent" contracts unless the exclusions in reg 18 are applicable (eg, the commercial agent has terminated the agreement): 

          11. PARTNERSHIP 339 items
            1. Reading 5 items
              1. Commercial law in Scotland - Fraser Davidson et al 2016

                Book  See: Chapter 8.

              2. Scots commercial law 2014

                Book  See: Ch. 5.

            2. Further Reading 3 items
              1. Ham v Ham [2013] EWCA Civ 1301 - Crown copyright

                Legal Case Document  See: esp. [15]ff, on capital -vs- share, and example analysis of a partnership agreement.

              2. Lindley & Banks on partnership - R. C. I'Anson Banks, Nathaniel Lindley Lindley 2017

                Book  For reference only (Westlaw Books).

              3. Partnership law: report on a reference under section 3(1)(e) of the Law Commission Act 1965 - The Law Commission and The Scottish Law Commission 2003

                Document  See: especially Parts 1 and 2.

            3. 1. Partnerships 176 items
              1. 1. Introduction 6 items
                1. Partnership Act 1890 4 items
                  1. - Existence of a partnership: ss 1-4.

                    - Relationships with third parties: ss 5-18.

                    - Internal organisation of the partnership: ss 19-31.

                    - Dissolution of the partnership: ss 32-44.

                  2. Partnership Act 1890

                    Legislation  See: ss 1-4, ss 5-18, ss 19-31; ss 32-44.

                  3. On the 1890 Act: Duncan v MFV Marigold PD [2006] CSOH 128; 2006 SLT 975 [24]-[27]:

                2. Common Law 2 items
                  1. - Applies where not inconsistent with the Act: s 46:

              2. 2. Definition and Nature 54 items
                1. Definition 31 items
                  1. Partnership Act 1890, s 1(1): "... the relation which subsists between persons [i] carrying on a business [ii] in common [iii] with a view of profit":

                  2. -  General principles in Worbey v Campbell [2016] CSOH 148; [2017] CSIH 49.** Both judgments, cut through cases, show the courts' approach, and give authoritative guidance:

                  3. - s 45: "'business' includes every trade, occupation, or profession":

                  4. - Clarification in Khan v Miah [2000] 1 WLR 2123, 2127;** approved in Worbey (IH) [63]. Important refinement: Ilott v Wiliams [2013] EWCA Civ 645 [13]ff*:

                  5. - "in common": detailed discussion in Worbey (IH):

                  6. - "with a view of profit": R Banks (ed), Lindley & Banks on Partnership (20th edn, 2017) [2-08]-[2-11] (original emphasis), and the authorities there cited:

                  7. Lindley & Banks on partnership - R. C. I'Anson Banks, Nathaniel Lindley Lindley 2017

                    Book  See: [2-08] - [2-11].

                  8. - Use the rest of the 1890 Act, eg, s 24, on default rights and duties:

                  9. s 2, discussed in Worbey, [66]. Joint, common or part ownership of property is not partnership (Sharpe v Carswell 1910 SC 391); sharing gross returns is not partnership (Clark v Jamieson 1909 SC 132); sharing profits is primâ facie evidence of partnership:

                  10. - Joint venture can be a partnership. University Court of the University of St Andrews v Headon Holdings Ltd [2017] CSIH 61 [51]-[57]. See also implied acceptance by s 32(b):

                  11. - Illegal ventures can for some purposes be a partnership: Lindsay v Inland Revenue 1933 SC 33:

                  12. - s 1(2): registered company cannot be a partnership:

                  13. - Analysis of the facts. See eg. the approach in Pine Energy Consultants Ltd v Talisman Energy (UK) Ltd [2008] CSOH 10 [28]-[29]:

                2. Nature 23 items
                  1. Partnership Act 1890, s 4(2): "In Scotland a firm is a legal person distinct from the partners of whom it is composed, but an individual partner may be charged on a decree or diligence directed against the firm, and on payment of the debts is entitled to relief pro ratâ from the firm and its other members":

                  2. - Partnerships can own property, including heritable property. The latter is rare. 

                  3. - Usually, (i) partners take title to any property (ii) as trustees for the firm, and (iii) the partners have personal, incorporeal moveable rights against the firm. See Duncan v The MF Marigold Pd145 [2006] CSOH 128; 2006 SLT 975 [16] (ship); McIrvine v McIrvine [2012] CSOH 23 [21] (farm):

                  4. - s 5: partnerships can be party to transactions duly entered into by partners:

                  5. -  ss 10-12: partnerships can be sued in delict and for other wrongful acts, such as dishonest assistance, and the misapplication of property (the latter being dealt with in s 11); but partners are jointly and severally liable in such cases (see s 12, read with s 9, which makes specific provision for the joint and several liability in Scotland of partners, for "all debts and obligations of the firm"). Dubai Aluminium Co Ltd v Salaam [2002] UKHL 48; [2003] 2 AC 366; Pentland-Clark v Maclehose [2009] CSOH 153 [102]ff; Northampton Regional Livestock Centre Co Ltd v Cowling [2015] EWCA Civ 651; [2016] 1 BCLC 431:

                  6. - s 9: "Every partner in a firm is liable jointly with the other partners, and in Scotland severally also, for all debts and obligations of the firm incurred while he is a partner; and after his death his estate is also severally liable […]." Refinements on this position are dealt with later.

                     

                    • If parties have several liability, then they are each fully liable for the performance of the single relevant obligation. Performance by one discharges the other as against the obligor. If Jack and Jill jointly owe the Grand Old Duke of York £1,000, either may be sued in full. [Note – this is joint liability in England.]

                     

                    •  If parties have joint liability, each is liable only pro rata. Obligations do not pass to other parties in the case of non-performance by one party. If the Grand Old Duke of York is owed £500 and Jack and Jill are jointly liable, each is only liable for £250. Jack's payment does not extinguish Jill's liability. [Note – this is several liability in England.]

                     

                    • If parties have joint and several liability, they are at once liable (i) together, and (ii) separately for the entirety of the relevant obligation(s). If Jack and Jill are jointly and severally liable to the Grand Old Duke of York for £5,000, then (i) they are liable together for £5,000 – several liability; (ii) Jack is liable for a £5,000 payment by him – Jack's joint liability; and (iii) Jill is liable for a £5,000 payment by her – Jill's joint liability. The Grand Old Duke of York's total entitlement remains £5,000 at all times. [Note – in England, the vocabulary switches as above.]

                     

                    • Parties who satisfy more than their proportionate shares often settle up among themselves afterwards. There are special and general legal regimes of relief for co-obligees against each other.

                     

                    •   Under s 9 of the 1890 Act, once a debt is good against the firm, as where judgment is obtained from a court, or a contractual mechanism operates to make a payment due, any one partner is liable for the entire debt. Usually, both firm and partners would be joined as defenders in any relevant litigation.

                     

                    • Relief between the partners follows for those who pay more than their proportionate share. Primary Healthcare Centres (Broadford) Ltd v Humphrey [2010] CSOH 129.

                  7. - s 24: "subject to any agreement express or implied between the partners […] (1) [a]ll the partners […] must contribute equally towards the losses whether of capital or otherwise sustained by the firm":

                  8. - Change in personnel technically dissolves the firm. Common for agreement or conduct to = partnership continues regardless, but as new firm. In the context of retirement, see Eason v Miller [2016] CSOH 59 [24], and the authorities and references there given:

                  9. - Under the Partnerships (Prosecution) (Scotland) Act 2013, a partnership can be prosecuted for offences committed prior to a change in personnel if it carries on the old partnership's business: s 4. Change in membership does not relieve prior partners of liability: s 5:

              3. 3. RELATIONSHIP OF PARTNERS TO THIRD PARTIES DEALING WITH THEM 23 items
                1. Partnership Act 1890, s 5 4 items
                  1. - Partners are agents for the firm and each other.

                    - Partners can bind the firm.

                    - Bank of Scotland v Butcher [2003] EWCA Civ 67; [2003] 2 All ER (Comm) 557:

                2. Partnership Act 1890, s 6 2 items
                  1. "An act or instrument relating to the business of the firm done or executed in the firm-name, or in any other manner showing an intention to bind the firm, by any other person thereto authorised, whether a partner or not, is binding on the firm and all partners":

                3. Partnership Act 1890, s 7-8, 13 4 items
                  1. - The firm will not always be bound in relation to credit pledged by one partner.

                    - Partners may agree to restrict their authority.

                    - Partners are liable for breaches of trust by other partner-trustees, though misapplied trust property may be recovered from the firm itself:

                4. Partnership Act 1890, s 14 3 items
                  1. - Apparent partners.

                    UCB Home Loans Corp Ltd v Soni [2013] EWCA Civ 62 [1]-[7], [33]-[34], [38]-[39]:

                  2. UCB Home Loans Corp Ltd v Soni [2013] EWCA Civ 62

                    Legal Case Document  See: [1]-[7], [33]-[34], [38]-[39].

                5. Partnership Act 1890, s 15-16 4 items
                  1. - Admissions and representations by partners can be evidence against the firm.

                    - Notice to one partner can be notice to the firm.

                    - Zurich GSG Ltd v Gray & Kellas [2007] CSOH 91; 2007 SLT 917:

                6. Partnership Act 1890, s 17 6 items
                  1. - Incoming partners may be liable for acts before they join..

                    - Heather Capital Ltd (in liq) v Levy & McRae [2015] CSOH 115, and the authorities there addressed.

                    - Retiring partners are liable for debts and obligations incurred before retirement. But releases for retiring partners are quite common (see the assumed position of Dr Humphrey in Primary Health Care Centres (Broadford) Ltd v Ravangave [2008] CSOH 14; 2008 Hous LR 24). Welsh v Knarston 1972 SLT 96, affirmed in part, 1973 SLT 66:

              4. 4. RELATIONSHIP OF PARTNERS TO ONE ANOTHER 47 items
                1. Partnership Act 1890, ss 19 and 24 3 items
                  1. - Partners' mutual rights and duties may be varied.

                    - The default rules about partners' interests and duties are subject to express or implied agreement:

                2. Rights and Duties 39 items
                  1. - Equal sharing in capital and profits: s 24(1):

                  2. - Equal sharing in losses: ibid:

                  3. - Indemnity by the firm for partners sometimes: s 24(3):

                  4. - Interest at 5% on contributions over and above original capital contribution, but no interest on original capital contribution until profits are ascertained: s 24(3)-(4):

                  5. - Management of the partnership business: s 24(5):

                  6. - No remuneration: s 24(6):

                  7. - Existing partners consent to new partners: s 24(7):

                  8. - Settlement of differences: s 24(8):

                  9. - Partnership books: s 24(9):

                  10. - A right to expel a partner must be in the partnership agreement, otherwise the partnership must be dissolved to get rid of a partner: s 25; Blisset v Daniel (1853) 10 Hare 493; 68 ER 1022; R Banks (ed), Lindley & Banks on Partnership (20th edn, 2017) [10-127]ff, esp [10-140]-[10-142], on the way the power to expel must be exercised:

                  11. Lindley & Banks on partnership - R. C. I'Anson Banks, Nathaniel Lindley Lindley 2017

                    Book  See: [10-127]ff, esp [10-140]-[10-142], on the way power to expel must be exercised.

                  12. - Where a partnership is indeterminate, a partner may retire by giving to all the other partners notice of intention to do so: s 26; Maillie v Swanney 2000 SLT 464:

                  13. - A partnership for a fixed term may be continued without express agreement after its term expires: s 27; McGowan v Henderson 1914 SC 839. (Often called "tacit relocation"):

                  14. - Duty to account: s 28; Sim v Howatt [2012] CSOH 171 esp [39]ff:

                  15. - No secret profits: s 29:

                  16. - No competition with the firm: s 30; Pillans Bros v Pillans (1908) 16 SLT 611: 

                  17. - No assignation of interests in the firm to make new partners, but assignation possible absolutely or by way of security: s 31(1) (and cf s 24(7)):

                3. Partnership Property 5 items
                  1. Partnership Act 1890, ss 20-22

                     

                    - Rules about what is partnership property, the purposes for which it is applied, and how it is held.

                     

                    -  Jack v Jack [2016] CSIH 75; 2016 Fam LR 177:

              5. 5. DISSOLUTION OF PARTNERSHIP 46 items
                1. Causes of dissolution and consequences are dealt with by the Partnership Act 1890.

                2. - The dissolution of partnership may be the subject of agreement. If not, some default rules: s 32 (and cf s 27; Maillie v Swanney 2000 SLT 464):

                3. - The death or bankruptcy of a partner generally dissolves the partnership: s 33:

                4. - Illegality dissolves the partnership: s 34; Stevenson & Sons v Aktiengesellschaft für Cartonnagen-Industrie [1918] AC 239:

                5. - Courts can dissolve partnership in certain situations: s 35; Carmichael v Evans [1904] 1 Ch 486: