Wakilii

Lewin and Others v Neylan (C.A. 23-1933.)

East African Court of Appeal · [1937] EACA 5 · 1937 Appeal Allowed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Appeal from Supreme Court of Kenya judgment dismissing claim for declaration of partnership
Decision
Partnership declared to exist between all parties; appellants' claim upheld.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Court of Appeal allowed the appeal and declared that a partnership existed between all the appellants and the respondent. The court found that the trial judge erred in preferring the respondent's evidence. The conduct of the parties, particularly the execution of Exhibit 2 in which the first appellant signed on behalf of remaining members of the Bahati Syndicate and which the respondent accepted, established that a partnership had been created with all five appellants as members.

Outcome

Partnership declared to exist between all parties; appellants' claim upheld.

Facts

The respondent owned gold-mining claims at Kakamega and wished to develop them. He met the first appellant, Brigadier-General Lewin, and they agreed to form the Bahati Syndicate. The respondent contended the syndicate comprised only himself and General Lewin, each contributing £200. General Lewin's account was that the syndicate was to have capital of £1,500, with himself contributing £300, the respondent £200, two ladies (Mrs. Stanning and Miss Higgin) £200 each, and he was authorized to raise the remaining £600. He found Mr. Mackinlay with £100 and Mrs. Martin with £100. Negotiations took place with the Lessos Vale Syndicate for an option to purchase the Bahati Syndicate's claims. A document (Exhibit 2) was signed by General Lewin on behalf of the remaining members of the Bahati Syndicate and accepted by the respondent. The trial judge dismissed the claim, preferring the respondent's version of events.

Issues

  1. Whether the evidence as to the conduct of the parties justified a finding that a partnership was created between the appellants and the respondent in respect of gold-mining claims at Kakamega.
  2. Whether the first appellant had authority to bring additional partners into the Bahati Syndicate beyond himself and the respondent.

Orders

  • Appeal allowed.
  • Declaration granted that a partnership exists between the appellants and the respondent as prayed for in paragraph 12(a) of the plaint.
  • Costs awarded to the appellants in the Court of Appeal and in the Court below.

Rules and key headnotes

Partnership — Formation — Constructive Partnership Based on Conduct
A partnership may be established by the conduct of the parties even where one party denies authorizing the admission of additional partners, if the evidence shows that party treated those additional persons as partners and recognized their membership through his actions.
Partnership — Evidence of Formation — Documentary Evidence
Where a party signs a document accepting a proposal made by another on behalf of 'the remaining members' of a syndicate, that party thereby recognizes the existence of members other than himself and the signatory, and is bound by that recognition.
Partnership — Authority to Admit Partners
Where one partner is authorized to raise capital up to a specified amount, and the other partner is indifferent as to the identity of contributors, the authorized partner has implied authority to admit those contributors as partners so long as the total capital does not exceed the agreed amount.

Legislation cited (1)

  • Indian Contract Act s.239

Cases cited (4)

  • Bigsby v Dickinson (1876) 4 Ch Div 24
  • Coghlan v Cumberland (1898) 1 Ch Div 704
  • Khoo Sit Hoh and Others v Dim Thean Tong [1912] AC 323
  • Silver v Ocean Steamship Co Ltd [1930] 1 KB 436

Full judgment

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The original judgment as reported. Read the original PDF before relying on any passage.

Lewin and Others v Neylan (C.A. 23-1933.) [1937] EACA 5 (1 January 1937)
Source: this page presents Wakilii’s issue analysis and metadata for a publicly reported Ugandan judgment. Any AI-generated summary is marked as such. Judgment text is sourced from the Uganda Legal Information Institute (ulii.org). Wakilii is not affiliated with ULII.