Case Study for Corporation Law

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Issue 1 Determine whether Brooks and Thomas had established a partnership. Facts Thomas acted as employee at first, however began to take increasing responsibility to run the business on Brooks behalf and earn a higher income from the business profits. Thomas also had joint property with Brooks. The business relation between Brooks and Thomas was ambiguous since there were only oral agreement has been established. Law (S.2): partnership is the relation, which subsists between persons carrying on a business in common with a view of profit. (S.3-1): joint property does not itself create a partnership (S.3-2): sharing of gross returns does not itself create a partnership Analysis According the definition of the partnership, the actions of Thomas such like signing purchase order and running all aspect of the copy shop are strong evidences of Thomas was “carrying on a business”, which make himself seems like partner. However, someone does not have to be a partner to do all of this, an employee could be fully responsible for those too. Thus, sharing the profit of the firm is now the key issue to determine whether Thomas is a partner with Brooks. Base on the oral agreement between them, Thomas can earn income via the profit from that branch, which refers to the operation of new computers and scanner, of the firm. That is to say, Thomas cannot share the profit from firm’s old branch that refers to copying. So, we can determine that the income of Thomas is a part of the gross returns instead of the profit, which according to (S.3-2), does not make Thomas himself a partner. Moreover, Thomas could not be a partner even though he provided a small amount of money for the purpose of purchasing new equipment since joint property does not itself create a partnership base on (S.3-1) Conclusion Thomas is not a partner of Brooks copy shop even though

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