How partners run the firm and bind it to outsiders — the default rules on decision-making, expulsion, fiduciary duties, agency and the lingering liability of those who leave.
A partnership without a written agreement is not lawless: the Partnership Act 1890 supplies a complete set of default rules, and knowing where they bite is the key to most problems in this area. This chapter begins with the default rights of partners — management, remuneration and indemnity — before turning to how decisions are made, distinguishing ordinary matters decided by majority from the changes that demand unanimity. It then examines expulsion and exclusion, including the limits on majority power and the fiduciary duties to account for private benefits and competing businesses. Finally, it moves outward to third parties: when a partner's act binds the firm under agency principles, how liability can arise by holding out, and the notices a retiring partner needs to escape debts incurred after departure.
