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Case No.:

(AC.Revision.28o-1959).

Court:

Court of Appeal

Issue No.:

1960

Principles

·  Partnership—partnership in a particular transaction—Dissolution of

A partnership entered into for a particular transaction is prima facie ter minable on the termination of that transaction. The burden is on him who alleges the subsistence of the partnership, notwithstanding the termination of its object, to prove it.
The plaintiff joined the defenaant ii a partnership for the buying and selling of wool. He brought an action against the defendants claiming the recowry of £S.41.26om/ms as his share in capital and profits on dissolution on the ground that, the lots of wool having been sold and accounts taken, the partnership had come to an end. Defendants contended that the partnership had not been terminated since other lots of wool were still in store. The plaintiff replied that these lots were the subject of a separate partnership. In the District Court the suit was dismissed on the ground that the partnership was still in subsistence and this decision was upheld by the High Court.
Held: The partnership, having been created for a particular purpose, was dissolved on the termination of that purpose, and the plaintiff was entitled to a share in capital and profits

Judgment

(COURT OF APPEAL)*

HASSAN AHMED IBRAHIM v. HUSSEIN EL RUFAJE AND AHMED HUSSEIN EL RUFAIE

(AC.Revision.28o-1959).

Revision

Advocates: Applicant in person

                    Siddig Ahmed Kheir……… for respondents

February 29, 1960. A. M. Imam I.: —This is an application for revision both against the decree of District Judge Omdurman, dated November 7, 1959’ dismissing applicant’s (and plaintiff’s) claim for recovery of the sum of £S.41.26om/ms (being balance of capital and profits due on dissolution of a partnership), and the summary dismissal order made by the judge of the High Court, Khartoum, on December 8, 1959. Applicant (and plaintiff) Hassan Ahmed Ibrahim raised this case claiming for recovery of the sum above-mentioned from respondents (and defendants) Hussein El Rufaie and his son Ahmed Hussein El Rufaie, Omdurman merchants. He claimed that a partnership to buy and sell wool was formed between them on the basis of sharing profits whereby the first lot or lots were duly sold, accounts taken, and that his share in both capital and profit was the amount claimed, pro ducing Doc. A in his support.

Respondents (and defendants) admitted the existence of a partnership but averred that that was only part of the partnership accounts, that the said partnership was still continuing and that a big uantity of wool, the property of the partnership, was still in store. Applicant (and plaintiff) replied that he was entitled to the sum claimed and th the stored wool was the subject-matter of a separate partnership, that this quantity was sold to someone who failed to pay the full price. He admitted, however, that the second respondent (and defendant) was no partner.

The learned District Judge, confusing the whole case, while holding that neither party could produce satisfactory evidence in respect of the capital, and the percentage of sharing profits, apparently against the weight of evidence, held that there was .a partnership and that that partnership, was still continuing.

On revision the learned judge of the High Court in dismissing the application said:

“In the course of hearing applicant admitted on oath that:

(a) Second defendant was not a partner;

(b) That the partnership goods are still unsold;

(c) He received the sum of £S.3o.22om/ms from second defendant against a document, which shows it, was a loan.

It is now clear that the partnership is still in subsistence and the goods thereof are not sold. He therefore cannot claim recovery of his share in capital and profits.”

As we see it, this application should be allowed. It can clearly be understood from applicant’s plaint that his cause of action is based on a balance due resulting from winding up a partnership created for a particular purpose, and had the learned District Judge properly examined the plaintiff’s claim he could have reached the same conclusion and framed an issue accordingly.

The law in this respect is well settled. A partnership may be universal, general or particular (or special or limited). “Societates contrahuntur sive universorum bonorum, sive negotiationis alicujus, sive vectiga Ifs, sive etiam rei unius.” As for a partnership for a particular transaction Lindley on page 70 says: “If persons who are not partners in other business share the profits and loss, or the profits, of one particular transaction or adventure, but not as to anything else.” He gives the example of a partnership limited as such to the purchase and sale of jewels. In our case it is only goats’ wool He goes on to say: “The extent to which persons can be considered as partners depends entirely on the agreement into which they have entered and upon their conduct.”

As for the duration of a partnership of this nature it is laid down by the same authority at p. 675 that:

A partnership which has been entered into for a fixed term or for a single adventure or undertaking is determined by the expiration of that term or the termination of the adventure or undertaking.”

The onus of proving that this partnership is a continuing partnership lies on the respondents (and defendants) and there is nothing in the record to support their allegation. On the contrary, the facts proved the very nature of’ the transaction, the winding up Doc. A, which was supported by an authentic copy thereof, produced by respondents (and defendants), and detailed accounts kept with applicant (and plaintiff) prove this partnership was a particular partnership which ends with each lot or lots of wool sold.

For the above reasons this application should be allowed and the decree and order of the District Judge and the Judge of the High Court dated November 7, 1959. and December 8, 1959, respectively be set aside and judgment entered in favour of applicant (and plaintiff) for the amount claimed with costs both here and in the court.s below which we tax at £S.9.400m/ms

Abdel Rahman El Nur P.J.: —I concur.

                                                                                 (Application allowed)

Court: A. M. Imam J., A. R. El Nur P.J.