Rowella Pty Ltd v Abfam Nominees Pty Ltd [1989] HCA 65

Rowella Pty Ltd v Abfam Nominees Pty Ltd [1989] HCA 65

Because the deed contained no separate provision governing distribution of the ultimate residue on dissolution, s. 47(2)(d) required that residue to be divided in the proportions in which profits were divisible. Clause 10(c)(ii) was the only provision governing profits retained by partners on their own account and...

Source-derived case information.

Jurisdiction
Australia
Procedural Posture
Appeal Concerning Distribution of Surplus Assets After Dissolution of a Limited Partnership / High Court Appeal From Orders of the Full Court of the Supreme Court of Queensland Dated 1 December 1988
Outcome
Appeal allowed with costs.
Legal Topics
['limited Partnerships' 'dissolution of Partnership' 'settlement of Partnership Accounts' 'distribution of Ultimate Residue' 'construction of Partnership Deed']
['partnership Law' 'equity and Commercial Law'] ['limited Partnerships' 'dissolution of Partnership' 'settlement of Partnership Accounts' 'distribution of Ultimate Residue' 'construction of Partnership Deed']

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Procedural Posture

Appeal Concerning Distribution of Surplus Assets After Dissolution of a Limited Partnership / High Court Appeal From Orders of the Full Court of the Supreme Court of Queensland Dated 1 December 1988

Legal Issues

  1. 1 ["Whether the ultimate residue of the dissolved limited partnership was to be divided according to the partners' profit-sharing proportions or according to their capital contributions." 'Whether cl. 10(c)(ii) of the deed supplied the formula for distribution of the ultimate residue under s. 47(2)(d) of the Partnership Acts 1891-1965 Q.' 'Whether Rowella, having contributed no capital, was entitled to 40 per cent of the ultimate residue.']

Ratio Decidendi

Because the deed contained no separate provision governing distribution of the ultimate residue on dissolution, s. 47(2)(d) required that residue to be divided in the proportions in which profits were divisible. Clause 10(c)(ii) was the only provision governing profits retained by partners on their own account and therefore supplied the formula: 40 per cent to Rowella and 60 per cent to the special partners. The ultimate residue was not capital and was not to be distributed according to capital contributions.

Court Disposition

Appeal allowed with costs.

Orders

  • ['Set aside the orders of the Full Court of the Supreme Court of Queensland dated 1 December 1988.' 'In lieu thereof order that the appeal to that Court be dismissed with costs.' 'The judgment of Carter J. was restored.']