The Essay Explores Partner Liabilities, Remedies For Misrepresentation, And Agreement Mistakes.

Whether Wayne is liable to pay $2,50,000 to Michelle for the share of her $5,00,000 partnership debt?
Whether the agreement entered into by both the parties is legally binding as it was formed on the false statement of Wayne?
If the agreement is valid, whether Michelle can rectify the amount wrongly mentioned in the agreement?

Knowledge and research of the assignment topics; 
(b) Identification of the relevant law, legal issues, development of argument and application of facts to the relevant law; 
(c) Conclusions reached and whether they follow logically from the argument put; 
(d) Conciseness of presentation, spelling and clarity of expression and: (e) Whether the student has followed the “How Do I Reference for the mid semester assignment” document posted on Blackboard; 
(f) Grammar & punctuation; and 
(g) The degree of independent thought exhibited by the student

Liabilities of Partners under Partnership Act, 1892 of NSW

That section 9 of the Partnership Act, 1892 of NSW deals with the liabilities of the partners. As per section 9 of the said act, every partner of the partnership firm is jointly liable along with the other partners for every debt and duty of the partnership firm till the time he is the partner, and after the death of that partner, his legal heirs is also liable severally for the debts.

Misrepresentation Act, 1972: Under the Misrepresentation Act, 1972, if the person entered into the contract by making the false statement i.e., Misrepresentation then the aggrieved party is at liberty to take action as per the act i.e. to rescind the contract or to claim the damages for the same. But it is most important to mention here that if the person somehow completes the terms of the contract, the contract can be valid.

Under the Contract Law of Australian, if due to some mistake or lapse, the written agreement does not reverberate the actual contract and one of the parties did not agree to rectify the contract, then the aggrieved party can step towards the court to rectify the agreement. It is furthermore relevant to mention here that the rectification is the discretionary remedy and the court might refuse to rectify the agreement even on the valid grounds of rectification.

That the first issue deals with the whether Wayne is liable to pay $2,50,000 to Michelle for the share of her $5,00,000 partnership debt. It is submitted that from the facts of the given case, it is clear that Wayne and Michelle are business partners up to June 2016 who ran their online computer software business namely speedy installations. It is pertinent to mention here that due to some inflation in the market, their business could not run well and both were sued personally by the various creditors for $2,50,000 each. It is furthermore relevant to mention here that in March, 2017, the Hon’ble Supreme Court of NSW had ordered both to pay the amount of $5,00,000 to all the creditors, but at that time only the properties of the Michelle are available to meet the debts. So, to clear the debt of the partnership firm, Michelle sold her two properties in Sydney and clear all the debts of $ 5,00,000.

As per section 9 of the Partnership Act, 1892, every partner of the partnership firm is jointly liable along with the other partners for each and every debt and duty of the partnership firm till the time he is the partner and after the death of that partner, his legal heirs are also liable severally for the debts. As per the given facts and circumstances of the case, Wayne is liable to pay $2,50,000 to Michelle as she sold her properties to clear the debts of the partnership firm and as per the settled provisions of law, all the partners are jointly or severally liable to clear the debts. Furthermore, it was agreed between them that Wayne would return the money of Michelle. So, from the given facts and circumstances it is  prima facie established that under the provisions of the Partnership Act, 1892, Michelle can recover an amount of $2,50,000 from Wayne and if Wayne would not pay the amount then Michelle can apply to court for recovering her money.

Remedies for Misrepresentation under Misrepresentation Act, 1972

That the question arises in the second issue is that as the agreement formed by both the parties is made upon the false statement of Wayne. From the facts and circumstances it is clear that Wayne had misrepresented Michelle by making the statement that he will return her money after five years as he will inherit his grandmother’s property because she remains sick and will not live so long. Believing on the statement of Wayne, Michelle drafted the agreement on 25^th March, 2017 that Wayne will return the amount within 5 years. It is furthermore submitted that after sometime it came to the knowledge of the Michelle that the grandmother of Wayne had died on 17^th December, 2000 and left him very property. From the above said fact it is prima facie established that Wayne had misrepresented Michelle as it was well in the knowledge of Wayne that his grandmother had already died and not given him much property. It is relevant to mention here that Michelle can take action under the Misrepresentation Act, 1972, whereby it is specifically mentioned that if the person entered into the contract by making the false statement then aggrieved party is at the liberty to take action as per the act i.e. to rescind the contract or to claim the damages for the same. In the present case, Michelle can move to court for rescind of the contract or to claim damages from Wayne. But as per the circumstances it would be advised to Michelle that she could file the suit for damages as by terminating the contract she will get nothing.

As from the above stated discussion, it is clear that the agreement is legally valid, now the question arises is whether Michelle can rectify the amount which was wrongly mention in the agreement dated 25.03.2017. The facts of the present situation are that as it is admitted by both the parties that the total liability on the partnership firm was of $5,00,000 and the Hon’ble Supreme Court of NSW had also ordered to pay $5,00,000 to all the creditors. It is also the admitted fact that the Michelle had cleared all the debts after selling her two properties at Sydney. So, from the facts itself it is clear that the liability on the part of Wayne is $2,50,000 but inadvertently on the agreement dated 25.03.2017, the amount was written as $25,000 which needs to be rectified but Wayne refused to do so. It is submitted that as the Contract law of Australia, if due to some mistake or lapse, the written agreement does not reverberate the actual contract and one of the parties did not agreeing to rectify the contract, then the aggrieved party can step towards the court to rectify the agreement. It is furthermore relevant to mention here that in Walker -v- Armstrong (1856) 8 De GM & G 531, the court had held that in rectifying the agreement, the main aim of the court is to keep the parties in the position to which they could not placed due to the mistake or oversight. In the present case, the only thing to prove by Michelle is that the parties were in the complete agreement on the terms. That the Hon’ble Court in Frederick E. Rose (London) Ltd -v- William H. Pim Jnr. & Co. Ltd [1953] 2 QB 450 had held that for granting the rectification of agreement, the only thing required to prove is that both the parties were in complete agreement on the terms of their contract.

Conclusion: 

In the end from the above discussions, it is concluded that it is always the intention of the law to give justice to everyone. In the present case, as discussed it is prima facie established that Wayne is trying to escape from his admitted liability by interpreting the law but as per section 9 of the said act, every partner of the partnership firm is jointly liable along with the other partners for each and every debt and duty of the partnership firm till the time he is the partner and after the death of that partner, his legal heirs is also liable severally for the debts. Under the Misrepresentation Act, 1972, if the person entered into the contract by making the false statement i.e., Misrepresentation then the aggrieved party is at liberty to take action as per the act i.e. to rescind the contract or to claim the damages for the same. Under the Contract Law of Australian, if due to some mistake or lapse, the written agreement does not reverberate the actual contract and one of the parties did not agree to rectify the contract, then the aggrieved party can step towards the court to rectify the agreement. It is furthermore relevant to mention here that the rectification is totally the discretionary remedy and the court might refuse to rectify the agreement even on the valid grounds of rectification. So, the provisions of the law and well settled case laws, it is clear that Wayne is liable to pay $2,50,000 to Michelle as the share of the debts paid by her on behalf of Wayne.

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