案情:

  1. 李先生和黄先生是电气工程企业 (partnership) 的合伙人(D)
  2. 李先生告诉P,黄先生要求他为D寻找贷款。P给李先生35,000美元,他给了P一张D的收据。
  3. 这笔钱被存入D账户,然后D立即用它来支付D的部分债务(由双方签字)。
  4. P起诉D索回35,000美元的贷款。
  5. 黄先生说,他从未同意借款,D自1949年以来一直存在从未借过钱,而李先生没有默认的授权代表D借钱。

 

法庭判决:

  1. 根据“合约(马来国家)条例”第204条,借款是“合伙经营所必需的行为”,并因此约束合作伙伴(现在相似此法令: 第7条,“1961年合伙法”);
  2. 贷款是用于支付合伙企业的债务,在”公平法”里, 贷款人的借款就犹如直接借给该合伙企业。所以D必须还钱。

 

Facts:

  1. Mr. Lee and Mr. Wong are partners of a electrical engineering firm (D).
  2. Mr. Lee told P that he had been asked by Mr. Wong to find a loan for D.. P gave $35,000 to Mr. Lee and he gave P a receipt in the name of D.
  3. The money was paid into D’s account and immediately thereafter utilised by D to pay off some of its debts by cheques (signed by both partners).
  4. P sued D to recover the $35,000.
  5. Mr. Wong said he never consented to the borrowing, D in all the years of its existence since 1949 had never borrowed money and Mr. Lee had no implied authority to borrow money on behalf of D.

Court Held:

  1. the borrowing was an “act necessary for the carrying on of the business” of the partnership under section 204 of the Contracts (Malay States) Ordinance and as such bound the co-partner (nowadays similar legislation with such wordings: Section 7, Partnership Act 1961);
  2. the fact that the loan had been utilised for the payment of the debts of the partnership, the lender was entitled in equity to stand in the same position as if the money had originally been borrowed by the partnership. Therefore, D is liable to pay P.

 

  • [1962] 1 MLJ 379

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Partner Borrows Money for the Partnership 伙伴借钱给自己的合伙企业,其他伙伴要负责?