Rowella Pty Ltd v Abfam Nominees Pty Ltd [1989] HCA 65

High Court of Australia Mason C.J. Brennan, Dawson, Toohey and McHugh JJ. Rowella Pty Ltd v Abfam Nominees Pty Ltd [1989] HCA 65

ORDER Appeal allowed with costs. Set aside the orders of the Full Court of the Supreme Court of Queensland dated 1 December 1988 and in lieu thereof order that the appeal to that Court be dismissed with costs.

Cur. adv. vult.

The Court delivered the following written judgment:—

Dec. 21 Mason C.J., Brennan, Dawson, Toohey and McHugh JJ.

Section 53 of the Mercantile Acts 1867-1896 Q. provides for the formation of limited partnerships for specified purposes including mining. By a deed dated 29 October 1984 the appellant, Rowella Pty. Ltd. ("Rowella"), and the respondents, whose names are set out in the first schedule to the deed, formed a limited partnership for mining purposes. Rowella was the general partner and the respondents were the special partners. The general partner contributed none of the capital; each of the special partners contributed one or more units of $10,000 to the capital of the partnership. The partnership business was to be carried on under the name or style of "Rowella Pty. Ltd. and Others". The Mercantile Acts contain specific provisions relating to limited partnerships including s. 54:

Every such partnership may consist of general partners who shall be jointly and severally responsible as general partners are now by law and of persons to be called special partners who shall contribute to the common stock specific sums in money as capital beyond which they shall not be responsible for any debt of the partnership except in the cases hereinafter provided for. Section 59 provides that the duration of a limited partnership should be not more than seven years, but the partners are empowered to renew the partnership for a further period. The deed provided for a seven-year renewable partnership. It has now been dissolved.