- VOL. V - J\To. 1 W A L N IA P IO H T E F O JOURNAL
l1ip ers s rtn l1a pa ted and th the era op t tha . ed vid pro ' t en em · at but unregiSlered agre 11ot involved. is future Howeve the · t r there are 10 n e m e re g a . e . th f o t n e m e the en. forc s, n o t1 a tu o s1 tw e th n . ee tw e b s ·a-.11erence two s1gn1ficant d11 de in tl1e prescrib ed form m ma 1ot act ntr co a , de Co il Civ 1 a p·1rs t under the yt A' T 64 . ed est i te y rty ird th !)a a by r h n n it to or e eu1ec ,. b.e 1nv . . a 1.1d' ated. by the parties . . t . 11e a1sso1ut1.on an d liqu rce 1o !" to es rti pa rd tlu d ste idatio n ere int . . · to allow o·r th·1s 1s t en A . eem agr mong ''mtere sted th ird tten wr! a �y ted por sup not ip rsh tne par of any bly ba d pro nal creditors of a11 . rso ors _pe dit cre 1p �sh tne par e lud inc y ma we parties," , hip red ers iste rtn reg pa u11 ly on t bu the partners n tte wn a of e cas the In rs. the partne may force dissolution. Second, the partnership assets will often be distributed according to the Com niercial Code rather than according to t�e part11ership agreen1e nt. Normally, the partners may freely agree in the partnership agreem�r�t o� the proportional distri bution of profits.65 In the absence of such66 a provision 1n the partnership agree W11e11 the partnership agreen1ent is ment, profits are to be distributed equally. invalidated, the parties n1ust be considered to have failed to agree since liquidation according to the invalid agreen1ent would be e11forcing one part of the agreement in the future. The entire agreement will have been invalidated. 011e cannot enforce one part of it. However, it is very important to note that this latter statement is based on the assun1ption that the partnership agreement has been invalidated. As stated above, invalida.tion is not auto111atic; the partnersl1ip may be dissolved with out invalidation , for example, by agreement among the partners. 111 this situation, the assets would be distributed according to the agreement.67 ''Apparent Partnerships'' and Third Parties - A related problem arises where a tl1ird party has dealt witl1 what he supposed to be a partnership and he noi,.v wishes to hold someone liable as a partner. To do so, 11eed he only sl1ow that tl1e individ11al in questio11 held hirnself 011t to the public as a partner, that is, that there �as ostensibly a partnership, or must he prove the actual elements of a partnership contract that is, that the persons in,,olved really intended to be �artners? Ethiopian law has no specific provisio11 on this subject but possible solu tions may be suggested by the rules apJ)lied in other countries. American law has gone the farthest in dealing with this situation. Recogni�g a need to protect the innocent third party who I1as relied even where 110 gen uine 64. 65 · 66. 67.
Civ.- C., Art. 1808(2)
Comm. C., Art. 270(3).
Ibid. . d resolve A disagreement may ari· �e over wh . be ether to invalid ate or not. TI1e co1tlhc t 1nay artners accordin to th f l ow n wo prin p e t and 11 . vali di tY parties t e 1 cipl third A.s s. between any � l � . � � themselv th h1r art1es should _prevail. The partners are responsible fo r the r� or as and should n�t be a1fowed r ie p a rd tl1r to e us between it against As third parties. between part hose seeki.ng. invalidation shou prevail. ld What partners e t �e practical effect of tl1ese. prin?iples iJ:?. a �ase wh ere theartnersbiP wished to invalidate their . partner s�1p agreement while third parties did_ not ? 1:he P comP· agreement would be t ted as es t as valid �ea until all litigation involving the thrrd Pat: i a: action to �eted. At this point t artn ers, or any one of them, would b e free t o br1i;:. agreement invalid ate the contra�t ;,; 1P u s er no partn er partn the could of use the invalidity as a defense to an . a c·t·ion· b,rought by a third party.
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