TOLES Advanced – Section 11 (Traditional Partnerships & LLPs)
Read the sentence below and identify which of the three sections contains an error.
1.
In the absence of an express agreement, a partnership shall be deemed to continue for an undefined duration and may be terminated at the discretion of any partner.
2.
Each partner is entitled to take part in the management of the business unless otherwise is provided in the partnership agreement.
3.
A partner shall account to the partnership for any benefit derived by him from any transaction concerning the partnership or the use of partnership property.
4.
An LLP may enter into contracts and hold property in its own name and shall continue in existence until it is dissolved in accordance with applicable law.
5.
No partner may be expelled from the partnership except in pursuance to an express power contained in the partnership agreement.
6.
Where a partner carries on business of the same nature as and competing with the partnership, the partner must account for and pay over all profits made.
7.
Members of an LLP owe duties to the LLP to exercise reasonable care and skill but are not subject with the fiduciary duties applicable to partners.
8.
A decision to admit a new partner ordinarily requires the consent of all existing partners unless the partnership agreement does not provide otherwise.
9.
Upon dissolution of an LLP, the assets shall be realised and distributed between the members in proportion to their capital accounts.
10.
This Deed of Adherence shall take effect from the date of execution and be binding for the LLP and the incoming member.
1.Correct section: B
“Undefined duration” is not standard legal terminology. Correct formulation: “for an indefinite period”.
2.Correct section: B
Incorrect inversion: must be “unless otherwise provided”.
3.Correct section: A
Gendered pronoun “him” should be avoided. Neutral drafting required.
4.Correct section: C
Overly vague: should specify “in accordance with the Limited Liability Partnerships Act 2000” or similar.
5.Correct section: B
Fixed phrase: “in pursuance of”, not “to”.
6.Correct section: B
Faulty parallelism: should be “account for and pay over to the partnership”.
7.Correct section: B
Wrong preposition: must be “subject to”, not “subject with”.
8.Correct section: C
Logical error: consent rule applies unless agreement provides otherwise — clause is inverted.
9.Correct section: B
LLP liquidation prioritises creditors before members; statement is legally inaccurate.
10.Correct section: A
Deeds usually take effect “on and from” execution, not merely “from”.
Additional Section 11 Practice
Read the sentence below and identify which of the three sections (A), (B), or (C) contains an error.
1.
Had the partnership agreement been executed at an earlier stage, the dispute would be avoided by the partners.
2.
Members of an LLP are entitled to participating in management decisions unless otherwise agreed in writing.
3.
A partner must account for the partnership on any benefit obtained without the consent of the other partners.
4.
The legal analyses prepared by the counsel was subsequently relied upon in advising the members.
5.
In light of the penalty imposed for late notification, the managing member must inform the registrar within the prescribed time limit.
6.
Any partner acting in bad faith which causes loss to the firm shall indemnify the partnership on demand.
7.
The criteria for admission of a new member was set out in Schedule 1 to the LLP Agreement.
8.
The memorandums were circulated to the partners prior to the vote on dissolution.
9.
Any addendums to this Agreement shall be signed by all members and attached to the executed copy.
10.
The forum for resolving disputes under this Agreement are the courts of England and Wales.
11.
No partner may be expelled from the firm except in pursuance to an express power contained in the agreement.
12.
The LLP has legal personality separate to its members and may sue and be sued in its own name.
13.
Each partner is prohibited to disclose confidential information, whether directly or indirectly, without consent.
14.
It is essential that each member keep accurate records of drawings, capital contributions, and expenses.
15.
The Member shall provide all information reasonably requested by the LLP, including with no limitation, financial statements, tax filings, and records of drawings.
16.
The partners agreed, inter ses, to allocate profits in accordance with the ratio set out in Appendix A.
17.
It hereby is agreed that the LLP shall indemnify the Members against all liabilities arising from the Business.
18.
The LLP shall comply with all regulations for the time being valid governing professional partnerships.
19.
The Members’ liability shall be limited, to the extent which is permitted by law, to the amount unpaid on their capital contributions.
20.
The parties agree that this Agreement shall be governed by and constructed in accordance with the laws of England and Wales.
1.Correct section: B Why B is wrong: “Had … been executed” expresses a past unreal condition, so the result must be a past unreal consequence: would have been avoided, not “would be avoided”.
2.Correct section: B Why B is wrong: “entitled to” takes a bare infinitive: entitled to participate, not “to participating”.
3.Correct section: B Why B is wrong: Two controlled patterns are violated in the same segment: one accounts to a person/entity, and accounts for a thing. Correct drafting: account to the partnership for any benefit.
4.Correct section: B Why B is wrong: “analyses” is plural (Greek ending). Therefore the verb must be plural: were subsequently relied upon.
5.Correct section: B Why B is wrong: With must have + past participle the verb must be a past participle: must have informed, not “must have inform”. The clause is anchored in the past by “penalty imposed”.
6.Correct section: B Why B is wrong: Misattachment: “which causes loss…” cannot properly refer back to the participle phrase “acting in bad faith”. Use either: who acts … and causes, or acting … and causing.
7.Correct section: B Why B is wrong: “criteria” is plural (Greek ending). It requires a plural verb: were set out, not “was set out”.
8.Correct section: A Why A is wrong: “memorandum” is singular. If the subject is singular, it should be was. If you mean plural, use memoranda were (Latin plural).
9.Correct section: C Why C is wrong: Number mismatch: “Any addenda …” is plural with “any”. Preferred: Any addendum (singular) or Any addenda are if genuinely plural. This item tests Latin singular/plural control.
10.Correct section: B Why B is wrong: “forum” is singular (Latin). Correct: The forum … is, not “are”.
11.Correct section: B Why B is wrong: Fixed phrase is in pursuance of, not “in pursuance to”.
12.Correct section: B Why B is wrong: Fixed drafting collocation is separate from, not “separate to”.
13.Correct section: B Why B is wrong: Standard construction is prohibited from + gerund: prohibited from disclosing, not “prohibited to disclose”.
14.Correct section: B Why B is wrong: Mandative pattern: “It is essential that + subject + (should) + bare infinitive”. Correct: each member (should) keep. “keeps” is the wrong form here.
15.Correct section: B Why B is wrong:Correct drafting formula: “including without limitation” “including without limitation”
16.Correct section: A Why A is wrong:inter se is a Latin adverb meaning “among themselves”
17.Correct section: A Why A is wrong: The fixed drafting formula is “It is hereby agreed that …”
18.Correct section: B Why B is wrong: The phrase “for the time being valid” is not an accepted legal
drafting formula. In formal legal English, the fixed expression is
“for the time being in force”, particularly when referring
to legislation, regulations, or statutory instruments.
19.Correct section: B Why B is wrong: The fixed drafting formula is “to the extent permitted by law”
20.Correct section: B Why B is wrong: Legal interpretation verb is construed, not “constructed”: “governed by and construed in accordance with …”.
LATIN & GREEK NOUNS THAT OFTEN TRAP CANDIDATES (LEGAL REGISTER)
criterion / criteria (a criterion; the criteria are) analysis / analyses (an analysis; the analyses were) appendix / appendices (Appendix A; the appendices to the agreement) index / indices (the indices were revised) memorandum / memoranda (a memorandum was; the memoranda were) addendum / addenda (any addendum is; the addenda are) forum / fora (the forum is; alternative fora are) phenomenon / phenomena (this phenomenon; these phenomena)