MRL2601 Assignment 01 Semester 01
QUESTION 1
Identify and briefly describe the distinguishing features of the different types of
partnerships that are recognised in South African law. (Your answer should not
exceed one (1) page) (5)
In Pezzutto v Dreyer and others,1 a partnership was defined as a legal relationship
created by way of a contract between two or more persons, in terms of which each of
the partners agrees to make some contribution to the partnership business which is
carried on for the joint benefit of the parties with the object of making a profit. Apart
from ordinary partnerships, universal, particular and extraordinary partnerships are
also recognized in South African law.
Universal partnerships differ from other types of partnerships in that they are not
restricted to a particular transaction or a specific type of business. Two types of
universal partnerships can be distinguished: the societas universorum bonorum and
the societas universorum quae ex quastu veniunt. The societas universorum bonorum
is a partnership that includes all the property of the partners irrespective of how it is
acquired, and will generally take place within the context of marriage.2 The societas
universorum quae ex quastu veniunt is a partnership where all parties agree that
everything they acquire from a commercial undertaking, will be property of the
partnership.3
A particular partnership is a partnership formed for a single transaction or project as
distinguished from one organized for carrying on a general business. For example,
a partnership formed only for the purposes of constructing a block of flats. In Bester
v Van Niekerk,4 it was held that, if persons who are not partners in other business,
1 Pezzutto v Dreyer and others 1992 (3) SA 379 (A).
2 Piet Delport (ed), New Entrepreneurial Law (LexisNexis 2014) 315.
3 Delport, New Entrepreneurial 316.
4 Bester v Van Niekerk 1960 (2) SA 799 (A).
, share the profits and loss of one particular transaction, they become partners as to
that transaction, but not as to anything else.
Extraordinary partnerships differ from other types of partnerships in that the liability of
certain of the partners to third parties may be limited. Three types of extraordinary
partnerships are recognised: the anonymous or slient partnership, the partnership en
commandite, and special partnerships which were registered under the now repealed
Special Partnerships Limited Liabilities Act of the Cape Province and Natal.5
In an anonymous or silent partnership, the business is conducted by one of the
partners in his or her name. While an anonymous or silent partner remains undisclosed
to the public, he or she is not liable to third parties for the debts of the partnership, they
share the full risk of the enterprise and therefore remain liable to their partner/s for his
or her proportional share of the partnership losses.
In a partnership en commandite, the business of the partnership is also carried on in
the name of one or more of the partners, but every partner whose name is not
disclosed is only liable to the other parties to the extent of the fixed amount of the
capital contribution made by him or her. If the partnership incurs losses, the liability of
the partner en commandite will not exceed the fixed amount.6
Special partnerships which were registered under the now repealed Special
Partnerships Limited Liabilities Act of the Cape Province and Natal were partnerships
where the limited liability of a special partner would be lost if his or her name was
employed in the name of the firm or if he or she personally entered into a transaction
on behalf of the partnership.
QUESTION 2
John, William and Peter are partners in a business that sells soft drinks. In terms
of their partnership agreement, only John may contract with outsiders on behalf
of the partnership. Should he wish to enter into an agreement where the value
exceeds R10 000, he must obtain the prior consent of William and Peter. John
buys a speedboat in the name of the partnership for R80 000 without the
knowledge of his partners. William concludes a contract on behalf of the
5 Special Partnerships Limited Liabilities Act of the Cape Province and Natal 24 of 1861.
6 Delport, New Entrepreneurial 317.
QUESTION 1
Identify and briefly describe the distinguishing features of the different types of
partnerships that are recognised in South African law. (Your answer should not
exceed one (1) page) (5)
In Pezzutto v Dreyer and others,1 a partnership was defined as a legal relationship
created by way of a contract between two or more persons, in terms of which each of
the partners agrees to make some contribution to the partnership business which is
carried on for the joint benefit of the parties with the object of making a profit. Apart
from ordinary partnerships, universal, particular and extraordinary partnerships are
also recognized in South African law.
Universal partnerships differ from other types of partnerships in that they are not
restricted to a particular transaction or a specific type of business. Two types of
universal partnerships can be distinguished: the societas universorum bonorum and
the societas universorum quae ex quastu veniunt. The societas universorum bonorum
is a partnership that includes all the property of the partners irrespective of how it is
acquired, and will generally take place within the context of marriage.2 The societas
universorum quae ex quastu veniunt is a partnership where all parties agree that
everything they acquire from a commercial undertaking, will be property of the
partnership.3
A particular partnership is a partnership formed for a single transaction or project as
distinguished from one organized for carrying on a general business. For example,
a partnership formed only for the purposes of constructing a block of flats. In Bester
v Van Niekerk,4 it was held that, if persons who are not partners in other business,
1 Pezzutto v Dreyer and others 1992 (3) SA 379 (A).
2 Piet Delport (ed), New Entrepreneurial Law (LexisNexis 2014) 315.
3 Delport, New Entrepreneurial 316.
4 Bester v Van Niekerk 1960 (2) SA 799 (A).
, share the profits and loss of one particular transaction, they become partners as to
that transaction, but not as to anything else.
Extraordinary partnerships differ from other types of partnerships in that the liability of
certain of the partners to third parties may be limited. Three types of extraordinary
partnerships are recognised: the anonymous or slient partnership, the partnership en
commandite, and special partnerships which were registered under the now repealed
Special Partnerships Limited Liabilities Act of the Cape Province and Natal.5
In an anonymous or silent partnership, the business is conducted by one of the
partners in his or her name. While an anonymous or silent partner remains undisclosed
to the public, he or she is not liable to third parties for the debts of the partnership, they
share the full risk of the enterprise and therefore remain liable to their partner/s for his
or her proportional share of the partnership losses.
In a partnership en commandite, the business of the partnership is also carried on in
the name of one or more of the partners, but every partner whose name is not
disclosed is only liable to the other parties to the extent of the fixed amount of the
capital contribution made by him or her. If the partnership incurs losses, the liability of
the partner en commandite will not exceed the fixed amount.6
Special partnerships which were registered under the now repealed Special
Partnerships Limited Liabilities Act of the Cape Province and Natal were partnerships
where the limited liability of a special partner would be lost if his or her name was
employed in the name of the firm or if he or she personally entered into a transaction
on behalf of the partnership.
QUESTION 2
John, William and Peter are partners in a business that sells soft drinks. In terms
of their partnership agreement, only John may contract with outsiders on behalf
of the partnership. Should he wish to enter into an agreement where the value
exceeds R10 000, he must obtain the prior consent of William and Peter. John
buys a speedboat in the name of the partnership for R80 000 without the
knowledge of his partners. William concludes a contract on behalf of the
5 Special Partnerships Limited Liabilities Act of the Cape Province and Natal 24 of 1861.
6 Delport, New Entrepreneurial 317.
