In the matter of Rhone Holdings, LP - Reasons for Judgment
Companies Law (2013 Revision), Part V, s. and s.s.89, 92, 95(1)(2) and (3) - Exempted Limited Partnership Law (2014 Revision), s. and s.s.3, 4(1)(2), 35, 36- Partnership Law (2013 Revision) s. and s.s.26(1), 32 and 58 - Winding Up Petition filed on Just and Equitable Ground - Striking Out Application - Clauses in Limited Partnership Agreement by which partners agreed not to present winding up petition and termination of Partnership to occur only in manner provided for in Agreement -Whether enforceable or whether void as contrary to public policy - Whether s.95(2) of Companies Law applicable to exempted limited partnership; Winding‑up petition on just and equitable ground; Strike‑out application; Contractual prohibition on presenting a winding‑up petition (LPA clause 5.12); Mandatory effect of Companies Law s.95(2); Whether limited partners may contract out of statutory petition rights; Public policy arguments; ELPL interaction with Part V Companies Law; Moss v Elphick common‑law doctrine; No discretion to proceed where petitioner is contractually bound not to petition
| Cause Number | FSD 0119/2015 (IMJ) |
|---|---|
| Court | CIGC (FSD) |
| Judge | Mangatal J |
| Parties | In the matter of Rhone Holdings, LP - Reasons for Judgment |
| Judgment Date | 2015-09-29 |
| Subject | Companies Law (2013 Revision), Part V, s. and s.s.89, 92, 95(1)(2) and (3) - Exempted Limited Partnership Law (2014 Revision), s. and s.s.3, 4(1)(2), 35, 36- Partnership Law (2013 Revision) s. and s.s.26(1), 32 and 58 - Winding Up Petition filed on Just and Equitable Ground - Striking Out Application - Clauses in Limited Partnership Agreement by which partners agreed not to present winding up petition and termination of Partnership to occur only in manner provided for in Agreement -Whether enforceable or whether void as contrary to public policy - Whether s.95(2) of Companies Law applicable to exempted limited partnership; Winding‑up petition on just and equitable ground; Strike‑out application; Contractual prohibition on presenting a winding‑up petition (LPA clause 5.12); Mandatory effect of Companies Law s.95(2); Whether limited partners may contract out of statutory petition rights; Public policy arguments; ELPL interaction with Part V Companies Law; Moss v Elphick common‑law doctrine; No discretion to proceed where petitioner is contractually bound not to petition |
| Filename (current) | 15-09-29-Rhone-Holdings-L-P-In-re-Reasons-for-Judgment-with-Errata.pdf |
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