Scottish partnerships-at-will can be dissolved easily, merely by the giving of notice by one partner to the remaining partners that the partnership is dissolved. The immediate impact of dissolution gives rise to problems. In theory at least, the legal personality of the partnership ceases to exist at this point. Where heritable property was owned in the name of the partnership as a separate legal person, that legal person no longer exists. If, instead, partners own such property as trustees for the firm, there appears to be no beneficiary. To a certain extent, s38 Partnership Act 1890 tempers these problems by continuing the agency status of partners for the period during which the partnership is being wound up. Sheveleu v Brown and Ducker ( CSIH 68, 2019 SC 149) provided the Inner House with the opportunity to consider some of these difficult issues. This paper will assess the decision, considering whether all problems, both practical and legal, have now been resolved.
Speaker Laura Macgregor is Professor of Scots Law at the Law School, University of Edinburgh. She began her academic career as a lecturer in commercial law at the University of Glasgow. Before becoming an academic, she spent five years in legal practice working as a solicitor in a large Edinburgh law firm. She was formerly Visiting Professor in International Commercial Law at Radboud University, Nijmegen.
Laura’s research interests lie in the commercial dimensions of contract law, in particular the specific contracts of partnership and agency. She is the author of the major monograph, ‘Agency Law in Scotland’ (2013), and is currently working on a monograph on Scottish
Partnership Law to be published in the Scottish Universities Law Institute series.
Much of Laura’s work is comparative in nature, with a specific focus on ‘mixed’ legal systems, in other words, legal systems which, like Scots law, comprise a civil law foundation overlaid with influence from the common law. In this comparative vein, she has published articles which compare Scots law with South African law and Louisiana law.
Laura retains close links with legal practice, providing continuing professional development training to the solicitors’ profession and the judiciary in Scotland. Her annual Contract Law Update is delivered in May of each year, at locations including Edinburgh, Glasgow, Aberdeen, and by video conference to the Highlands and Islands. She is a panel member of Sub-Panel 18 for REF 2021, the system for assessing the quality of research in UK higher education institutions.
Originally recorded on 9.2.21
9.2.21 Dissolution of Scottish Partnerships: Laying the Ghost to Rest?
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