TAN MOOI LIANGV

LIM SOON SENG & ORS[1974] 2 MLJ 60

The appellant and the 4 respondents were partners in the business of dealers and distributors in sundry goods on 1st July 1971.

On 15th February 1973 the appellant gave notice of his intention “to dissolve the partnership” and subsequently applied for the order that the partnership be wound up, the taking of accounts and the appointment of a receiver.

The respondents pleaded that the notice given by the appellant was ineffective to dissolve the partnership and that it amounted to a notice of intention to retire from the partnership.

The appellant applied by motion for the appointment of a receiver and manager.

The learned trial judge dismissed the motion and the appellant appealed to the Federal Court.

Whether there is provision whereby a partner may dissolve a partnership by giving notice of his intention to dissolve it?

Whether the English law of partnership apply in this case?

the plaintiff was not entitled to terminate the partnership by the said notice and that the said notice was null, void and of no legal effect.

Alternatively they said that the notice was unreasonable, vindictive and was given as a result of an unanimous resolution of the partners at a partnership meeting held on 7th February 1973 which removed the plaintiff as cashier of the partnership.

They maintained that the said notice of 15th February in effect amounted to a notice of intention to retire from the said partnership.

the plaintiff had no power to terminate the said partnership business by a notice of dissolution.

the law in England in respect of this matter should be applied to this case by virtue of section 5 of the Civil Law Ordinance 1956.

on the dissolution of the partnership he was entitled to request for the appointment of a manager and receiver for purposes mentioned in his motion.

no provision in the Contracts (Malay States) Ordinance, 1950, whereby a partner may dissolve a partnership by giving notice of his intention to dissolve it

it would be wrong to say that the notice of intention to dissolve has the effect contended by appellant.

because of the many provisions relating to partnership in the Contracts (Malay States) Ordinance, 1950, which constitute "other provisions relating to partnership", section 5(1) of the Civil Law Act, 1956 does not apply and therefore the English law of partnership did not apply in this case.

Chapter X of the Contracts (Malay States) Ordinance (sections 192-219) is other provision made displacing resort to the English Partnership Act.

Appeal dismissed.