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课程名称：商业法 - 合伙人关系 课程概述：第3章：印度合伙法案，1932年 单元2：合伙人关系 学习该单元后，您将能够理解： 1. 熟悉调节合伙人利益关系及与第三方关系的法律条款。 2. 注意合伙人通过其行为约束合伙企业的暗示权力的范围。 3. 了解合伙构成可能变化的各种情况及其对合伙人权利和义务的影响。 4. 学习如何转让合伙中的股份，以及该转让人所享有的权利和义务。 总结： 合伙人之间的相互权利和义务由他们之间的合同调节。该合同不必总是明示，可以通过合伙人之间的交易方式隐含得出（第11条）。第12条规定了合伙人经营业务的行为规范，第13条规定了相互权利和责任的规则。第14到17条也包含了一些特定规则，这些规则在确定合伙人之间的关系时变得十分重要。值得注意的是，所有这些规则都受到各方契约的约束。 对于第三方而言，合伙人是公司在合伙事务范围内所有目的的代理人。合伙人的权利、权力、职责和义务在许多方面适用与代理人相同的原则和规则。一般而言，他可以抵押或出售合伙财产；可以以公司的名义购买商品；可以借款、签订债务并支付公司的债务；可以签署、出具、背书、接受、转让、议付和贴现汇票、支票及其他可流通票据。合伙人约束公司所做行为的暗示权力仅限于通常在公司经营活动中所进行的行为。此外，根据法案的规定，在紧急情况下，合伙人也被授权进行某些行为以约束公司。然而，公司仅受合伙人在其合伙人身份下进行的行为的约束。 在某些情况下，合伙人可能因共同合伙人超越其权限（无论是真实的还是隐含的）所产生的债务而在公正基础上承担责任。他也可能因共同合伙人的未经授权行为而基于禁止反言原则承担责任。
Chapter 3: The Indian Partnership Act, 1932UNIT - 2: RELATIONS OF PARTNERSAfter studying this unit, you would be able to understand- 1. Be familiar with the legal provisions regulating relation of partners' interest as well as relations with the third parties. 2. Note the scope of implied authority of a partner to bind the partnership by his acts. 3. Be aware of the various situations in which the constitution of a firm may change and its effect on the rights and duties of the partners. 4. Learn how the share in a partnership is transferred and what shall be the rights and obligations of such transferee.SUMMARYThe mutual rights and duties of partners are regulated by the contract between them. Such contract need not always be expressed, it may be implied from the course of dealing between the partners (Section 11). Section 12 gives rules regulating the conduct of the business by the partners and Section 13 lay down rules of mutual rights and liabilities. Sections 14 to 17 also contain particular rules which become useful and important while determining the relations of partners to one - another. What is essential to note, however, is that all these rules are subject to contract between the parties.As regards third parties, a partner is the agent of the firm for all purposes within the scope of the partnership concern. His rights, powers, duties and obligations are in many respects governed by the same rules and principles which apply to the agent. Generally, he may pledge or sell the partnership property; he may buy goods on account of the firm; he may borrow money, contract debt and pay debts on account of the firm; he may draw, make, sign, endorse, accept, transfer, negotiate and get discounted promissory notes, bills of exchange, cheques and other negotiable papers in the name and account of the firm. The implied authority of the partner to bind the firm is restricted to acts usually done in the business of the kind carried on by the firm. He is also empowered under the Act to do certain acts in an emergency so as to bind the firm. The firm, however, is bound only by those acts of a partner which were done by him in his capacity as a partner.A partner may in some circumstances become liable on equitable grounds for obligations incurred by a co-partner in doing acts in excess of his authority, real or implied. He may also become liable for an unauthorized act of his co-partner on the ground of estoppel.
