Persons not fewer than seven may now form themselves into an incorporated company, with or without limited liability, by subscribing their names to a memorandum of association in the form A, annexed to the Act, and by having such memorandum registered in terms of that act. A partnership of more than twenty persons cannot now carry on any trade or business having gain for its object, unless it is registered as a company under the act, or are authorized to do so by some private act of Parliament, or by royal charter or letters patent. The memorandum of association sets forth (1.) The name of the company; (2.) The place of the registered office in which the company is to be established; (3.) The objects of the company; (4.) The liability of the shareholders, whether it is to be limited or unlimited; (5.) The amount of the nominal capital of the company; (6.) The number of shares, and the amount of each share.
Definition source
Bell, William, A Dictionary and Digest of the Law of Scotland, 7th ed. rev. George Ross (Edinburgh: Bell & Bradfute, 1861), s.v. “Partnership.” Public domain.
Legal Subject: Partnership |
| Case | Date | Legal Subject | Abstract |
|---|---|---|---|
| Campbell v. Laidlaw | 1796 | Debt, Creditor, Bill of Exchange, Sequestration, Partnership, Interlocutor | Robert Campbell, as pursuer, petitioned the Court to alter its interlocutor suspending his charge for a bill of exchange he had accepted without value in the action against Laidlaw, the defender. Robert Corbet thereafter informed the Court that the bill had been accepted for the accommodation of Archibald M'Ausland rather than Milligan and Co. |
| Corse, et al v Kibble | 1793 | Copartnership, Contract, Sale, Debt, Dissolution, Partnership | James Kibble, defender in an action raised by Robert Corse, John Black, James Buchanan, and Archibald Buchanan, petitioned to alter the court’s interlocutor, arguing that a resolution of 11 July binding the partners to dissolve their firm at Candlemas 1793 violated the partnership’s unanimity clause. Corse and his co-pursuers answered, maintaining that Kibble acted against his own interest and sought injurious terms. |
| Cunninghames v. Dougal | 1775 | Society, Partnership | Desiring to engage in the Maryland tobacco trade, several merchants formed a partnership known as Alexander Cunninghame and Company. These merchants included Alexander Cunninghame, the firm’s managing partner, and James Dougal, the eventual pursuer in this case. After Cunninghame died in December of 1772, a dispute arose over the appropriate treatment of his shares under the partnership agreement. Cunninghame’s heirs (defenders Elizabeth and Barbara Cunninghame) sought to withdraw his shares based on the firm’s most recent balance, which had been completed in July of 1772. However, James Dougal claimed that the heirs were only entitled to any proceeds available after discharge of the firm’s debts. Two factual circumstances colored the parties’ arguments. First, one of the firm’s tobacco stores had been destroyed by fire in April of 1772, but the loss was not included in the July balance. Second, also in 1772, the firm’s factors in America purchased tobacco at a price that could not be recovered in the European market, resulting in a substantial loss. Case documents include correspondence between the firm’s Glasgow partners and its factors in America. (The firm continued under the management of Alexander’s brother William Cunninghame, and after assuming Robert Findlay as a new partner, took the name of Cunninghame Findlay and Company. It went on to became a significant player in the tobacco trade.) |
| Edinburgh Oil Gas Light Company v. Sir William Baillie of Polkemmet, Baronet, and Others, Trustees of the deceased Da… | 1835 | Debt, Statute, Contract, Partnership, Interest, Succession | The Edinburgh Oil Gas Light Company raised an action against Sir William Baillie of Polkemmet and others, as trustees of the deceased shareholder David Clyne, to enforce statutory calls for unpaid shares under the Edinburgh Oil Gas Company Act. The defenders denied liability, contending that the company had abandoned its oil-gas operations and improperly transferred its assets to a coal-gas concern, thereby invalidating the demands. The pursuers maintained their statutory right to recover expenses from the estate, while the defenders persisted in their challenges and ultimately reclaimed against the interlocutor, seeking to sustain their defences and be assoilzied from the action. |
| Greenock Rope-Work Company v Donald, Donald, and Company | 1772 | Partnership, Dissolution | The Greenock Ropework Company was a partnership formed to manufacture rope and sail-duck. Two partners, William Donald and Henry White (alternatively spelled Whyte), served as managers of the partnership. The partnership decided that only one manager was necessary, so it appointed Henry White as the sole manager of the partnership. This action offended William Donald as well as William's brother, James Donald, another partner of Greenock Ropework Company. With a strained relationship with two of its partners, William and James Donald proposed that the Company should be dissolved, which it did. The parties disputed the proper method of dissolution. To balance the books prior to dissolution, the partnership sought to collect a debt owed by James and Robert Donalds and Company (named as suspenders), the same James Donald who was a partner of the Greenock Rope partnership. Because the rope-work company furnished some goods to that company. James and Robert Donalds and Company sought to suspend the debt on the grounds that James Donald, as partner of the Greenock Ropework Company, was actually owed money in excess of the debt claimed by the partnership. |
| Philips v. Buchanan | 1797 | Debt, Oath, Interlocutor, Partnership, Aliment, Suspension | Pursuer John Phillips petitioned the Court of Session to alter its recent interlocutor reversing a ruling by Lord Armadale in his case against defender Buchanan. Based on the single document cataloged for this case. |
| Simpson v. Malcolm | 1793 | Debt, Interlocutor, Aliment, Creditor, Partnership, Citation | Captain William Simpson of Brunton pursued John Malcolm, butcher in Dunnikier, in a dispute involving allegations of partnership and challenges to interlocutory orders. Simpson petitioned to overturn Lord Dreghorn's interlocutor suspending the letters simpliciter, prompting Malcolm to answer and deny the partnership while citing procedural irregularities. Malcolm subsequently petitioned to alter the Inner-House interlocutor, to which Simpson replied by raising claims of prescription and improper citation. |
