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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
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?
DRAKE, CHARLES D. Law of Partnership, Sweet &
Maxwell Limited—1977, Second Edition, Paperback,
£4.00 net.
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
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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