, PLEASE USE THIS DOCUMENT AS A GUIDE TO ANSWER YOUR ASSIGNMENT
Please also note that the author of this document will not be responsible for any plagiarism you
commit.
Question 1
1.1. Two partners who are practicing as dentists, Susan and Jane, decide to dissolve their
partnership by agreement. The partnership agreement is silent regarding the goodwill of the
partnership. Jane continues practicing as a dentist and de facto takes the partnership's clients
(valued at R1 million) over for her own benefit. Susan feels it is unfair that Jane has taken over
all the clients and wishes to institute legal action to claim her part of the goodwill. Explain
whether there is a remedy at Susan's disposal in these circumstances.
Introduction
When a partnership dissolves, disputes may arise regarding the division of assets and adherence to
fiduciary duties. In Susan’s case, Jane’s actions of taking partnership clients for personal gain raise
legal concerns. The following analysis outlines Susan’s potential remedies based on partnership law
principles.
Partnership Dissolution and Goodwill
Upon dissolution, a partnership’s mutual mandate is terminated, preventing any partner from
binding the others in new agreements.
However, fiduciary duties continue during the liquidation phase, requiring partners to act in the
best interests of the partnership and refrain from improper acquisition of assets.
Partners must account to each other during liquidation and retain the right to inspect
partnership books.
Post-dissolution, partners share joint and several liability for the partnership’s debts, meaning
any partner can be held responsible for the full amount.
A partner who overpays their share of a debt has the right to recover excess contributions from
former partners.
Partners are entitled to their share of surplus assets after settling all debts.
Liquidation involves asset realization, debt payment, and distribution of remaining assets.
If partners become joint owners of tangible or intangible assets, they may seek division through
actio communi dividundo or utilis actio communi dividundo.
Fiduciary Duty and Exploitation of Opportunities
A partner must act in the partnership’s best interest, avoiding conflicts of interest.
Business opportunities within the partnership’s scope must benefit the partnership rather than
individual partners.
Any gains from a breach of fiduciary duty must be disclosed and shared with the partnership.
Without consent, a partner may not engage in competition with the partnership or solicit its
clients.
Transparency among partners is required regarding any material information affecting the
partnership.
Please also note that the author of this document will not be responsible for any plagiarism you
commit.
Question 1
1.1. Two partners who are practicing as dentists, Susan and Jane, decide to dissolve their
partnership by agreement. The partnership agreement is silent regarding the goodwill of the
partnership. Jane continues practicing as a dentist and de facto takes the partnership's clients
(valued at R1 million) over for her own benefit. Susan feels it is unfair that Jane has taken over
all the clients and wishes to institute legal action to claim her part of the goodwill. Explain
whether there is a remedy at Susan's disposal in these circumstances.
Introduction
When a partnership dissolves, disputes may arise regarding the division of assets and adherence to
fiduciary duties. In Susan’s case, Jane’s actions of taking partnership clients for personal gain raise
legal concerns. The following analysis outlines Susan’s potential remedies based on partnership law
principles.
Partnership Dissolution and Goodwill
Upon dissolution, a partnership’s mutual mandate is terminated, preventing any partner from
binding the others in new agreements.
However, fiduciary duties continue during the liquidation phase, requiring partners to act in the
best interests of the partnership and refrain from improper acquisition of assets.
Partners must account to each other during liquidation and retain the right to inspect
partnership books.
Post-dissolution, partners share joint and several liability for the partnership’s debts, meaning
any partner can be held responsible for the full amount.
A partner who overpays their share of a debt has the right to recover excess contributions from
former partners.
Partners are entitled to their share of surplus assets after settling all debts.
Liquidation involves asset realization, debt payment, and distribution of remaining assets.
If partners become joint owners of tangible or intangible assets, they may seek division through
actio communi dividundo or utilis actio communi dividundo.
Fiduciary Duty and Exploitation of Opportunities
A partner must act in the partnership’s best interest, avoiding conflicts of interest.
Business opportunities within the partnership’s scope must benefit the partnership rather than
individual partners.
Any gains from a breach of fiduciary duty must be disclosed and shared with the partnership.
Without consent, a partner may not engage in competition with the partnership or solicit its
clients.
Transparency among partners is required regarding any material information affecting the
partnership.
