The Gazette 1978

GAZETTE

JULY-AUGUST

19

after it had crystalised." Nearly all the case law on this subject dates back to the time of the turn of the century, when the floating charge was still at an evolutionary stage, and I do not think that there is any authoritative decision on the point, but very few practitioners would be so optimistic concerning the rights of a subsequent fixed chargeant, whether on land or over plant and machinery, particularly if he was on notice (for example, because of the wording of the particulars in from 47 registered in the Companies Office) of a prohibition in the earlier floating charge of the creation of prior or pari passu charges. Preferential payments, one of the aspects of Receivership that causes most headaches, are discussed rather cursorily in the section dealing with Court Receiverships, but the index directs one only to the appendix in which the provisions of Section 319 of the English 1948 Act (corresponding to, but not identical with Section 285 of our Act) are quoted. rhere is an interesting chapter on extra-territoriality, contributed by Muir Hunter Q.C., but I think that few practitioners will find this book worth buying on account of that chapter, on a somewhat recherche subject. There are books which one finds oneself constantly consulting in the course of practice, because they are problem solvers. To me, Buckley's commentary on the U.K. Companies Acts, now, lamentably, out of print, is a supreme example. There are other books from which, in the practitioners' library the dust is removed less frequently, and by professional cleaners rather than professional lawyers. I am afraid that most practitioners who invest in Kerr will find it falls into the second category. TMW This is a very useful book on the Law of Partnership expecially having regard to the price at which it can be purchased in paperback. The introduction to this, the second edition of the book, contains an extremely interesting and wide ranging comment on various differences between partnerships and other forms of association and for one who is unfamiliar with the Law of Partnership, gives a good guide and feel for the subject. It also indicates how important the Law of Partnership is. I have found the first edition of this book of great assistance in practice and now with the addition of certain cases which have been decided since that edition such as Stekd v. EDice (1973) 1 W.L.R. the usefulness of the book has been increased immeasurably. The first of these cases Stekel v. Ellice deals with that new type of partner the "salaried partner" and is, therefore, of some interest. The second case, Sobell v. Boston deals with that most important section—section 26 — which enables any partner except in the case of a fixed term partnership to determine the partnership by giving notice to that effect to all the other partners. It is extremely important for solicitors to be aware of this section both as regards their own professional practices where they are in partnership and also in advising others on partnership. Drake points out that "The partnership agreement may (and, normally, should), "provide against such a consequence and even if DRAKE, CHARLES D. Law of Partnership, Sweet & Maxwell Limited—1977, Second Edition, Paperback, £4.00 net.

it does not make such provision the inference may be that the retiring partner envisaged the continuance of the business by the remaining partners, subject to a proper financial settlement, as in Sobell v. Boston where the retirement of a Solicitor from his firm, following upon criminal convictions, was held on the facts not to entitle him to a sale of the firm's assets, including goodwill, or to the appointment of a receiver and manager". There is a very useful chapter on procedure and again useful chapters on bankruptcy and taxation. These latter two, however, must be treated with care under Irish Law. It is refreshing to see the references to the Treaty of Rome in this edition which add to the book's value. I would make, however, one or two criticisms. The first is the fact that the references to the various cases and articles is contained at the end of each chapter. The second is that while a welcome improvement has been made on the first edition by the incorporation of the text of the Partnership Act 1890 in an appendix in substitution for certain partnership precedents the author has found no room to incorporate as an appendix the Limited Partnerships Act 1907 which has also been dealt with in the book and similarly the Registration of Business Names Act 1916 which, of course, in Ireland is superseded by the Registration of Business Names Act 1963 but with similar provisions. All in all I would have no hesitation both because of the price involved and the quality of the work to recommend practitioners to purchase this book. Laurence K. Shields

FORMING A COMPANY? Why Worry?

The Law Society provides a quick service based on a standard form of Memorandum and Articles of Association. Where necessary the standard form can be amended, at an extra charge, to suit the special requirements of any individual case. In additon to private companies limited by shares, the service will also form— • Unlimited companies • Companies limited by guarantee. • Shelf companies, company seals and record books are available at competitive rates. Full information is available from: COMPANY FORMATION SERVICE INCORPORATED LAW SOCIETY OF IRELAND BLACKHALL PLACE, DUBLIN Tel. 710711. Telex 31219 ILAW EI.

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