See Hebei Enterprises Ltd v Livisari ORS 2008 HKEC 1164 CFA And the candidates

See hebei enterprises ltd v livisari ors 2008 hkec

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conduct was authorized by the other partners or the partnership. See Hebei Enterprises Ltd v Livisari & ORS [2008] HKEC 1164 (CFA). And the candidates should also discuss Section 14 of the Partnership Ordinance. 8. About the purchase of the flat, candidates should refer to and discuss Section 7 of the Partnership Ordinance and the issue of apparent or ostensible authority. Section 7 of the Partnership Ordinance also states that a partner can bind the partnership to any act done in the usual way of business of the kind carried on by the partnership. In this case, the candidates should consider whether buying of the residential flat clearly was an act done in the usual way of the business of a law firm. 9. In relation to the flat, Section 11 of the Partnership Ordinance is also relevant. Question 2 10. Candidates did very well on this question and showed good understanding of the relevant legal principles. 11. In relation to the 1 st EGM, the candidates should spot the defect in notice, which cannot be cured by Section 114(3) and/or Section 116B of CO. 12. However, the defect maybe rectified easily by A and B re-serving a proper notice, and at that new meeting, the same resolutions can be passed.
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3 13. The principles in Foss v Harbottle should be discussed. Candidates may also argue that since C was at the meeting, he might have consented to the short notice. 14. As to the 2 nd EGM, the refusal of C to attend the meeting rendering it inquorate should be raised. Candidates should be able to resolve the deadlock by suggesting the addition of shareholders by the existing shareholders (and to point out that there was no preemption clause). 15. Candidates should suggest A and B to apply to the court for a court-ordered meeting under Section 114B CO.
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