Partnership In Nigeria

Partnership in Nigeria is governed by certain legal regims or laws such as common-law, Partnership Act of 1890, Companies and Allied Matters Act (CAMA) and Partnership law of Lagos State and other state laws on partnership. A partnership business is a voluntary association of two or more persons who jointly own or carry on a business with the sole aim of making profit …. Per Rhodes- Viror J.S.C in Alade V. Alec (Nig) Ltd (2010) 19 NWLR (Pt 126) III at Pg 143 para.II. section I(I) of the partnership laws of Lagos State, 2015 defines partnership to mean the relationship which subsists between persons carrying on a business in common view of profit.
Section 19 of CAMA CAP (20 LFN 2004 states that “no company association, partnership consisting of more than twenty (20) persons shall be formed for the purposes of carrying on any business for profit or gain by the company, association or partnership or by the individual number thereof, unless it is registered as company under the Act or is formed pursuant of some other enactment in force in Nigeria. But section 19 (2) (b) of CAMA provides for an exception that any partnership for the purpose of carrying on practice: a) As legal practitioners, by persons each of whom is a legal practitioner, b) of accountants, by persons each of whom is entitled by law to practice as an accountant.
Partnership could be either general, limited or limited liability. It can be terminated by dissolution by occurrence of event which makes it unlawful for partisanship also, except expressly stated otherwise in the partnership agreement. Dissolution can also be done by the court. In Uwah & Anor.V. Akpabio & Anor. LOIC/21/2014/sc. the parties formed a partnership to establish a school, the partners decided to sell the school and engaged the services of a solicitor to assist them in effecting the sale and dissolving the partnership. They agreed that the school be sold to interested partner for N5.5m Million subsequent to the submission of a bid and deposit by bank draft of not less than N3million to the solicitor before 17th May 1995. It was agreed that if the partners fail to meet this condition, the solicitor is to declare the bid to the public. However the first Appellant requested for extension of time which was granted to 27th May 1995.
After the extension lapsed the appellant made the deposit and the solicitor did not made it known to the respondent. When the respondent finally found out he instructed that the solicitor refund the appellant his money immediately and comply with the initial agreement of making the bid public. Pending the sale the partnership confirmed but the appellant maintained the position that the school had been sold to them. The respondent instituted this action in the Akwa Ibom State High Court seeking among other things, a declaration that the partnership is still subsisting. The appellant filed a counter claim and sought a declaration that they are entitled to possession of the school having fully paid for it. The trial judge gave judgment in favour of the respondent. On appeal to the Court of Appeal on forth appeal to the supreme court it was held that the appeal is devoid of merit because from the evidence adduced, Mfon Abasi Nursing / Primary School, Nwut Usong Itam in Itu Local Government Area of Akwa Ibom State the subject of the partnership had not been sold to the appellant nor was the partnership dissolved.

Nkechi Bright Ewere