{"id":21400,"date":"2023-04-14T15:19:32","date_gmt":"2023-04-14T09:49:32","guid":{"rendered":"https:\/\/gstguntur.com\/?p=21400"},"modified":"2023-04-14T15:20:08","modified_gmt":"2023-04-14T09:50:08","slug":"drafting-and-conveyancing-relating-to-various-deeds-and-documents-iv","status":"publish","type":"post","link":"https:\/\/gstguntur.com\/drafting-and-conveyancing-relating-to-various-deeds-and-documents-iv\/","title":{"rendered":"Drafting and Conveyancing Relating to Various Deeds and Documents-IV – CS Professional Study Material"},"content":{"rendered":"

Chapter 7 Drafting and Conveyancing Relating to Various Deeds and Documents-IV – CS Professional Drafting, Pleadings and Appearances Notes<\/a>\u00a0is designed strictly as per the latest syllabus and exam pattern.<\/p>\n

Drafting and Conveyancing Relating to Various Deeds and Documents-IV – Drafting, Pleadings and Appearances Study Material<\/h2>\n

Question 1.
\nWrite note on the following:
\nExtinction of a trust (June 2012, 4 marks)
\nAnswer:
\nExtinction of a trust:
\nA trust is extinguished:
\n(a) when its objects are completely fulfilled.
\n(b) when its objects becomes unlawful \/illegal.
\n(c) when the fulfilment of its object becomes impossible by destruction of the trust property.
\n(d) when the trust being revocable is expressly revoked.<\/p>\n

\"Drafting<\/p>\n

Question 2.
\nWrite note on the following:
\nDebenture trust deed. (Dec 2013, 4 marks)
\nAnswer:
\nThe debenture trust deed secures the movable and immovabe properties of company in favour of the trustees in the interest of debenture holders.<\/p>\n

The usual important conditions of debenture trust deed may be stated as follows:<\/p>\n

    \n
  1. The trust deed usually gives a legal mortgage on block capital and a floating security on the other assets of the company in favour of the trustee on behalf of the debenture holders.<\/li>\n
  2. The trust deed gives in detail the conditions under which the loan is advanced.<\/li>\n
  3. The trust deed should specify in some detail the remuneration payable to the trustee, their duties and responsibilities in relation to the trust property.<\/li>\n
  4. \u00a0It also gives in detail rights of debenture holders to be exercised through the trustees in case of default by the company in payment of interest and principal as agreed upon.<\/li>\n<\/ol>\n

    \"Drafting<\/p>\n

    Question 3.
    \nWrite note on the following :
    \nCreation of trust (June 2014, 4 marks)
    \nAnswer:
    \nCreation of trust: (Section 5 of the Indian Trust Act, 1882).
    \n(a) In respect of immovable property :
    \nCan be declared only by non testamentary instrument in writing signed by the author of trust or trustee and registered or by the will of the author of the trust or of the trustee.<\/p>\n

    (b) In respect of movable property :
    \nCan be made either by a declaration as above or by transfer of the ownership of the property to the trustee.
    \nThe deed creating a trust should contain in reasonable certainty, among others, the following.<\/p>\n

      \n
    1. An intention to create a trust;<\/li>\n
    2. The purpose of the trust;<\/li>\n
    3. The beneficiaries;<\/li>\n
    4. The name of the trustee<\/li>\n
    5. Trust property<\/li>\n
    6. Duties, rights and liability of the settler, trustee and the beneficiary.<\/li>\n<\/ol>\n

      \"Drafting<\/p>\n

      Question 4.
      \nWrite notes on the following : (June 2016)
      \n(i) Assignment of copyright (4 marks)
      \n(ii) Goodwill as an intangible asset (4 marks)
      \nAnswer:
      \n(i) Assignment of copyright:
      \nSection 18 of the Copyright Act, 1957 deals with the assignment of copyrights. The section lays down:
      \nThe owner of the copyright in an existing work or the prospective owner of the copyright in a future work may assign to any person the copyright either wholly or partially and either generally or subject to initiating and either for the whole term of the copyright or any part thereof.<\/p>\n

      Provided that in the case of the assignment of copyright in any future work, the assignment shall take effect only when the work comes into existence.<\/p>\n

      \"Drafting<\/p>\n

      (ii) Goodwill is an intangible asset:
      \nIt is easy to describe but difficult to define. It represents the value to a business attaching to all the factors, internal and external, which enable it to earn a differential return of profit on the capital employed; that is, a better return than that which arises in other comparable businesses, having regard to the nature, size, location and risk inherent in such a business, and which is capable of being enjoyed by a successor.<\/p>\n

      Goodwill has been variously defined by different commercial pundits. Some definitions are: \u2018The goodwill of a business is the advantage, whatever it may be, which a person gets by continuing to carry on, and being entitled to represent to the outside world that he is carrying on a business, which has been carried on for some time previously.\u201d<\/p>\n

      Goodwill is an intangible, but not necessarily a fictitious asset, representing the value – however difficult its appraisement may be – to its owner, of benefits arising from the business in question, such as the sole right to enjoy the profits of the business, and, where goodwill has been acquired, the sole right of succession to the advantages of the business which have been built up in the past.<\/p>\n

      Goodwill arises mainly:
      \n(a) by personal reputation of the owners;
      \n(b) by reputation of the goods dealt in;
      \n(c) by site monopoly or advantage;
      \n(d) by access to sources of supply, e.g., large quotas;
      \n(e) for patent and trade – mark protection;
      \n(f) effectiveness of publicity;
      \n(g) reputation of the first\u2019s goods and methods;
      \n(h) relationship between firm and personnel; and
      \n(i) growth element.<\/p>\n

      \"Drafting<\/p>\n

      Question 5.
      \nWrite note on the following :
      \nMain functions of Directorate of Enforcement. (June 2019, 4 marks)
      \nAnswer:
      \nDirectorate of Enforcement is a Multi-Disciplinary Organization mandated with the task of enforcing the provisions of two special fiscal laws – Foreign Exchange Management Act, 1999 (FEMA) and Prevention of Money Laundering Act, 2002 (PMLA).<\/p>\n

      The main functions of the Directorate are as under:
      \nInvestigate contraventions of the provisions of Foreign Exchange Management Act, 1999 (FEMA) which came into force with effect from 1.6.2000. Contraventions of FEMA are dealt with by way of adjudication by designated authorities of ED and penalties upto three times the sum involved can be imposed.<\/p>\n

      Investigate offences of money laundering under the provisions of Prevention of Money Laundering Act, 2002 (PMLA) which came into force with effect from 1.7.2005 and to take actions of attachment and confiscation of property if the same is determined to be proceeds of crime derived from a Scheduled Offence under PMLA, and to prosecute the persons involved in the offence of money laundering. There are 156 offences under 28 statutes which are Scheduled Offences under PMLA.<\/p>\n

      Processing cases of fugitive\/s from India under FugitIve Economic Offenders Act, 2018. The objective of this Act is to provide for measures to deter fugitive economic offenders from evading the process of law in India by staying outside the jurisdiction of Indian Courts and to preserve the sanctity of the rule of law in India.<\/p>\n

      Sponsor cases of preventive detention under Conservation of Foreign Exchange and Prevention of Smuggling Activities Acta 1974 (COFEPOSA) in regard to contraventions of FEMA.<\/p>\n

      Render cooperation to foreign countries in matters relating to money laundering and restitution of assets under the provisions of PMLA and to seek cooperation in such matters.<\/p>\n

      \"Drafting<\/p>\n

      Question 6.
      \nDistinguish between the following: (Dec 2012)
      \n(i) \u2018Registration of partnership firm under the Income-tax Act, 1961\u2019 and \u2018registration of partnership firm under the Indian Partnership Act, 1932.\u2019
      \n(ii) Public trust\u2019 and \u2018Private trust\u2019. (3 marks each)
      \nAnswer:
      \n(i) \u2018Registration of partnership firm under the Income-tax Act, 1961 end \u2018registration of partnership firm under the Indian Partnership Act, 1932.<\/p>\n

      Registration of Partnership Firm :
      \nRegistration of partnership firm has been made optional under the provisions of SectIon 58 of the Indian Partnership Act, 1932. Consequences of non-registration of a partnership firm are set out in Section 69 of the Partnership Act, 1932. An unregistered firm cannot enforce a right or claim arising out of a contract against any third party.<\/p>\n

      Registration of Partnership Firm under the income-tax Law :
      \nRegistration of partnership under the Income-tax Law is distinct from registration of firm under the Partnership Act. Rule 22 \u00f3f Income-tax Rules, 1962 provides that an application for registration of partnership firm should be accompanied with an instrument of partnership specifying the apportionment of shares of profit and loss of the business amongst the partners of the firm. This registration is required to be renewed every year under the orders of the concerned Income-tax officer.<\/p>\n

      (ii) Public Trust v\/s Private Trust<\/p>\n\n\n\n\n\n
      S. No.<\/td>\nPublic Trust<\/td>\nPrivate Trust<\/td>\n<\/tr>\n
      I<\/td>\nHere the beneficiary is the general public or a specified section of it.<\/td>\nHere, the beneficiary is a particular individual.<\/td>\n<\/tr>\n
      II<\/td>\nHere, the beneficiary is an uncertain & fluctuating body of persons.<\/td>\nHere, the beneficiary is well ascertained.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

      \"Drafting<\/p>\n

      Question 7.
      \nDistinguish between the following:
      \n\u2018Revocation\u2019 and \u2018extinction\u2019 of trusts. (June 2014, 4 marks)
      \nAnswer:
      \nRevocation and Extinction of Trusts
      \nA trust cannot be revoked unless (1) all the beneficiaries consent; (2) a power of revocation has been reserved in the deed; and (3) in case of a trust for payment of debts, it has not been communicated to the creditors. If the trust property is to be applied for the author\u2019s own benefit the trust can be revoked. A power of revocation may w\u00cdth advantage always be reserved in the deed.<\/p>\n

      The declaration of trust for creating provident fund, pension fund, superannuation fund, gratuity fund etc. should be irrevocable. If they are otherwise the recognition under the Income Tax Act, 1961 will not be available to such trusts and in consequence the payment made to such funds will not be allowed as deduction in the hands of the authors of the trusts in their income tax assessments.<\/p>\n

      A trust is extinguished:
      \n(a) when its purpose is completely fulfilled; or
      \n(b) when its purpose becomes unlawful; or
      \n(c) when the fulfilment of its purpose becomes impossible by destruction of the trust property or otherwise; or
      \n(d) when the trust, being revocable, is expressly revoked.<\/p>\n

      \"Drafting<\/p>\n

      Question 8.
      \nDistinguish between the following:
      \n\u2018Partnership\u2019 and \u2018limited liability partnership\u2019. (Dec 2015, 4 marks)
      \nAnswer:
      \nDifference between Limited Liability Partnership and Partnership.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
      Partnership<\/td>\nLLP ,<\/td>\n<\/tr>\n
      1. It is governed by \u2018The Indian Partnership Act, 1932 \u2019.<\/td>\nIt is governed by \u2018The Limited Liability Partnership Act, 2008<\/td>\n<\/tr>\n
      2. Registration is optional.<\/td>\nRegistration is compulsory.<\/td>\n<\/tr>\n
      3. It is created by agreement.<\/td>\nIt is created by law.<\/td>\n<\/tr>\n
      4. It has no separate legal entity.<\/td>\nIt has separate legal entity.<\/td>\n<\/tr>\n
      5. It does not have perpetual succession.<\/td>\nIt has perpetual succession.<\/td>\n<\/tr>\n
      6. There is no concept of common seal.<\/td>\nIt may have its own common seal as per its agreement.<\/td>\n<\/tr>\n
      7. Minimum 2 Partners under Partnership Act, 1932<\/td>\nMinimum 2 but there is no limit on maximum number of partners.<\/td>\n<\/tr>\n
      8. Liability of partner is unlimited.<\/td>\nLiability of partner is limited.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

      \"Drafting<\/p>\n

      Question 9.
      \nDistinguish between the following :
      \n\u2018Partner\u2019 and \u2018designated partner\u2019. (June 2016, 4 marks)
      \nAnswer:
      \nPartner and Designated Partner:
      \nAs per Section 2(q) of the Limited Liability Partnership (LLP) Act, 2008, partner means any person who becomes a partner in LLP in accordance with LLP agreement.<\/p>\n

      As per Section 5 of LLP Act, 2008 any individual or body corporate may be a partner in a LLP, except person of unsound mind, an undischarged insolvent or he has applied for insolvency.<\/p>\n

      Designated partners means any partner designated as such pursuant to Section 7 of the Limited Liability Partnership Act, 2008. As per Section 7 every limited liability partnership shall have at least two designated partners who are individuals and at least one of them shall be resident in India.<\/p>\n

      Designated Partners have specific responsibilities. They shall be responsible for the doing of all acts, matters and things as are required to be done by the limited liability partnership (LLP) in respect of compliance of the provisions of the LLP Act including filing of any Document, Return, Statement and the like Report pursuant to the provisions of Limited Liability Partnership Act, 2008. The Designated Partners shall be responsible forthe doing of all acts and deeds arising out of LLP Agreement.<\/p>\n

      \"Drafting<\/p>\n

      Question 10.
      \nDistinguish between the following:
      \n\u2018Public trust\u2019 and \u2018private trust\u2019. (Dec 2016, 4 marks)
      \nAnswer:
      \nPublic Trust and Private Trust:
      \n(a) In a public trust the beneficiary is the general public or a specified section of it. In a private trust the beneficiaries are defined and ascertained individuals.<\/p>\n

      (b) In a public trust the beneficial interest is vested in an uncertain and fluctuating body of persons. The nature of the trust may be proved by the evidence of dedication or by user and conduct of parties. Where a trust is created for the benefit of the members of the settlor\u2019s family, it is a private trust and not a public trust.<\/p>\n

      (c) Every charitable trust is only a public trust as benefit to the community at large or to a section of the community is of the essence of a valid charitable trust. But a religious trust need not necessarily be a public trust as there can be a private religious trust also.<\/p>\n

      \"Drafting<\/p>\n

      Question 11.
      \nDistinguish between the following:
      \nPublic trust and private trust. (June 2022, 4 marks)<\/p>\n

      Question 12.
      \nDraft a specimen deed of assignment of a patent. (June 2013, 6 marks)
      \nAnswer:
      \nA Specimen of Deed of Assignment of a Patent:
      \nTHIS DEED OF ASSIGNMENT is made on this ……………… day of ……………… between AB son ………………., resident of ………………. (hereinafter called the \u201cassignor\u201d, which term shall include hjs heirs, executors and assigns) of the one part and CD, son of ……………… resident of ………… ………….. (OR IN THE ALTERNATIVE IF THE PATENTEE ASSIGNEE IS A COMPANY) ………………. and ………………. Co. Ltd. (hereinafter called the \u201cassigneeTcompany\u201d incorporated under the Companies Act, 2013 having its Registered Office at ……………….) of the other part under the terms and conditions set hereunder:<\/p>\n

      WHEREAS the assignor has invented a process for the manufacture of ………………… which was duly registered and entered in the Register of Patents bearing No …………………. dated ……………… and duly sealed in the Patent Office:<\/p>\n

      AND WHEREAS the company is a company limited by shares incorporated under the Companies Act, 2013 on ……………… with an Authorised Share Capital of \u20b9 ……………… divided into ……………… Equity Shares of \u20b9 ………………. each;<\/p>\n

      AND WHEREAS it had been agreed between the parties to this Deed that in consideration of the assignment to be made by the assignor of his rights under the said Patent to the Company in the terms mentioned hereunder, for the sum of \u20b9 ………………… (Rupees ……………..) to be satisfied by allotment of ………………. Equity Shares to the assignor and\/or his nominees as fully paid up :<\/p>\n

      \"Drafting<\/p>\n

      AND WH EREAS the directors of the Company in part-performance of the said agreement resolved in a Board meeting held on the ………………… to allot the requisite number of Equity Shares at the direction of the assignor as specified in the Schedule attached hereto :<\/p>\n

      NOW THIS DEED OF ASSIGNMENT WITNESSES :
      \nThat in consideration of the premises and in accordance with the agreement aforementioned and on payment of the sum of \u20b9 ………. ………….. (Rupees ……………….) satisfied by the allotment of Equity Shares in the Company as specified in the Schedule attached hereto at the direction of the assignor by the Company, each Share being credited as fully paid up (the allotment of which shares credited as aforesaid the assignor hereby acknowledges) the assignor, as beneficial and sole owner, hereby assigns unto the Company his title to the said patent and all benefits and advantages accruing therefrom and all rights and privileges attached thereto to hold unto the Company absolutely.<\/p>\n

      The assignor covenants with the Company that he has not assigned or otherwise dealt with the said patent and that his title to the said patent subsists and that he has done nothing to prejudice the rights of the Company as transferee thereof to use the said patent exclusively.<\/p>\n

      The assignor further covenants with the Company that he shall join the Company in applying to the Central Government or other authority at the expenses of the Company, for extension of the said patent and shall do his utmost in obtaining such extension to ensure for the benefit of the Company and shall do nothing to prevent the Company from securing the extension and user of the patent in the manner prescribed by law, without the payment of any further consideration by the Company to the assignor.<\/p>\n

      The assignor further covenants with the Company that if during the currency of the said patent and the operation of the Company as a going concern, the assignor shall discover, invent or make any improvements in respect of the said invention or shall discover any other process or method for the manufacture of ……………….. he will disclose the same to the Company and explain the new method of discovery to the Company and at the cost of the Company give such full particulars and exhibit and make such experiments as may enable the Company to make practical use of such method and discovery and join the Company in applying for patent for such new invention at the option of the Company and do all other acts and execute all such deeds as may be requisite therefor to vest in the Company all rights, title and interest in such new invention or improvement for the use and benefit of the Company.<\/p>\n

      IN WITNESS WHEREOF the parties aforesaid have set their respective hands in the presence of the witnesses hereunder.
      \nWitness: Assignor
      \nWitness: Assignee\/Company<\/p>\n

      Note : In case the assignee is not a company the word \u2018assignee\u2019 will be substituted for \u2018company\u2019 and other suitable modifications wijl have to be made.<\/p>\n

      \"Drafting<\/p>\n

      Question 13.
      \nExplain and comment on the following:
      \nPatent refers to the right granted under the Patents Act, 1970 to the grantee providing exclusive privileges of making or selling his invention, innovation or process; so it has little value in pleadings. (Dec 2013, 3 marks)
      \nAnswer:
      \nIncorrect
      \nPatent is a right, granted by the Government under the Patents Act, 1970 to the grantee, of exclusive privileges of making or selling a new invention or process protected under the patent. The Act confers upon the patentee the right to safeguard his property in the patent and sue the person who infringes upon his patent right.<\/p>\n

      Question 13 A.
      \nComment on the following :
      \nIn dissolution of the firm, jural relation between all the partners, inter se, is snapped. (June 2014, 5 marks)
      \nAnswer:
      \nWhen jural relation between all the partners inter se is snapped, this constitutes dissolution of the firm. Dissolution of a firm may take place:<\/p>\n

        \n
      1. Without the intervention of the Court.<\/li>\n
      2. With the intervention of the Court.<\/li>\n<\/ol>\n

        Dissolution without the intervention of the Court may take place:
        \n(a) by agreement between the parties,
        \n(b) by the adjudication as insolvent of all the partners or of all the partners but one.
        \n(c) by the business of the firm becoming unlawful,
        \n(d) subject to agreement between the partners:<\/p>\n

          \n
        1. by the expiry of the term fixed,<\/li>\n
        2. by the death of a partner,<\/li>\n
        3. by the insolvency of a partner,<\/li>\n<\/ol>\n

          (e) by notice in writing in case of partnership at will.<\/p>\n

          Dissolution with the intervention of the Court may be made on any of the grounds contained in Section 44 of the Partnership Act, 1932.<\/p>\n

          \"Drafting<\/p>\n

          Question 14.
          \nIn the light of judicial pronouncements, discuss the following:
          \nWhile drafting a deed of assignment of goodwill in the sale of business, goodwill ought to be specifically calculated in unassailable figures or arbitrarily fixed. (June 2014, 4 marks)
          \nAnswer:
          \nThe deed of assignment stipulates what kind of rights has been assigned. An important aspect of intellectual property laws deals with assignment agreements. An assignment agreement is an intellectual property (IP) transaction that deals with the ownership and disposition of intellectual property rights as well as with the control over the use of or access to intellectual property. In case of deed of assignment of goodwill in sale of business, goodwill ought to be specifically calculated in unassailable figures or arbitrarily fixed because Wharton\u2019s Law lexicon defines goodwill as the advantage or benefit which is required by a business, beyond mere value of the capital stock, funds or property employed therein, in consequence of the general public patronage and encouragement which it receives from constant or habitual customers.<\/p>\n

          Supreme Court of India in Kushall Khengar Shah v. khorshedbanu, AIR 1970 SC 1147, had opined goodwill of a business as an intangible asset being the whole advantage of the reputation and connections formed with the customers together with the circumstances which make the connections durable. It is that component of the total value of the undertaking which is attributable to the ability of the concern to earn profits over a course of years because of its reputation, location and other features.<\/p>\n

          \"Drafting<\/p>\n

          Question 15.
          \nIn the light of judicial pronouncements, discuss the following:
          \nA transfer of an actionable claim is usually called an assignment. (Dec 2014, 4 marks)
          \nAnswer:
          \nAn assignment is a form of transfer of property and it is commonly used to refer the transfer of an actionable claim or a debt or any beneficial interest in movable property. A transfer of an actionable claim is usually called an assignment thereof.<\/p>\n

          The term assignment is, however, of wider import. It is well settled that a transfer of property clearly contemplates that the transfer or has an interest in the property which is sought to be conveyed. Section 130 of the Transfer of Property Act, 1882 lays down the mode of transfer of actionable claim. It prescribes:<\/p>\n

          1. The transfer of an actionable claim whether with or without consideration shall be effected only by the execution of an instrument in writing signed by the transferor or his duly authorised agent and shall be complete and effectual upon the execution of such instrument and there upon all the rights and remedies of the transferor whether by way of damages or otherwise, shall vest in the transferee, whether such notice of the transfer as is hereinafter provided be given or not;<\/p>\n

          Provided that every dealing with the debt or other actionable claim by the debtor or other person from or against whom the transferor would, but for such instrument of transfer as aforesaid, have been entitled to recover or enforce such debt or other actionable claim, shall (save where the debtor or other person is a party to the transfer or has received express notice thereof as hereinafter provided) be valid as against such transfer.<\/p>\n

          2. The transferee of an actionable claim may, upon the execution of such instrument of transfer as aforesaid, sue or institute proceedings for the same in his own name without obtaining the transferor\u2019s consent to such suit or proceedings and without making him a party thereto.\u201d<\/p>\n

          \"Drafting<\/p>\n

          Question 16.
          \nDraft a specimen notice to dissolve a partnership. (Dec 2014, 4 marks))
          \nAnswer:
          \nNotice to Dissolve Partnership<\/p>\n

          To ……………………
          \n……………………….<\/p>\n

          Pursuant to the articles of the partnership entered into between yourself and me on …………………. I hereby give you notice that I intend to terminate the partnership now subsisting between us with effect from ……………………..<\/p>\n

          Dated:
          \nPlace:<\/p>\n

          \"Drafting<\/p>\n

          Question 17.
          \nIn the light of judicial pronouncements, discuss the following:
          \nA firm is not a legal person. (June 2016, 4 marks)
          \nAnswer:
          \nA firm is not a legal person:
          \nSupreme Court in Malabar Fisheries Co. v. CIT. [1979] 120 ITR 49 observed that:
          \n\u201c ……………… a partnership firm under the Indian Partnership Act, 1932, is not a distinct legal entity apart from the partners constituting it and equally in law the firm as such has no separate rights of its own in the partnership assets and when one talks of the firm\u2019s property or firm\u2019s assets all that is meant is property or assets in which all partners have a joint or common interest…<\/p>\n

          The firm as such has no separate rights of its own in the partnership assets but it is the partners who own jointly or in common the assets of the partnership and, therefore, the consequence of the distribution, division or allotment of assets to the partners which flows upon dissolution after discharge of liabilities is nothing but a mutual adjustment of rights between the partners and there is no question of any extinguishment of the firm\u2019s rights in the partnership assets amounting to a transfer of assets within the meaning of Section 2(47) of the Act….\u201d<\/p>\n

          \"Drafting<\/p>\n

          Question 18.
          \nA debtor cannot claim or take advantage of non-payment of consideration for assignment. (Dec 2016, 5 marks)
          \nAnswer:
          \nA debtor cannot claim or take advantage of non-payment of consideration for assignment, Section 130 of the Transfer of Property Act, 1882 specifically lays down that an assignment of an actionable claim may be with or without consideration. Passing of the property in the assigned property does not depend on the payment of consideration. The question of payment of consideration is infact one between the assignor and the assignee.<\/p>\n

          Section 132 of Transfer of Property Act provides that the transferee of an actionable claim shall take it subject to all the liabilities and equities to which the transfer was subject in respect thereof at the date of transfer.<\/p>\n

          \"Drafting<\/p>\n

          Question 19.
          \nComment on the following with reference to ratio in leading case:
          \nAn HUF can become a partner in a firm. (Dec 2016, 4 marks)
          \nAnswer:
          \nThe word \u201cperson\u201d in Section 4 of the Indian Partnership* Act, 1932 contemplated only natural and legal persons. (Duli Chand v. C.I.T., AIR, 1956 SC 354). Partnership relation is one of contractual nature. Therefore, such persons who are competent to contract can enter into partnership. Therefore, a HUF is not a person as defined in Section 4 of the Indian Partnership Act, 1932 and cannot enter into partnership with any person. However, Karta on behalf of HUF can become partner in the partnership firm. But, when the Karta of a HUF enters into partnership with strangers, the other members of the HUF do not ipso facto become partners. (Firm Bhagat Ram v. Comm, of Excess Profits Tax, AIR 1956 SC 374).<\/p>\n

          Question 20.
          \nWhat is the law relating to nomination of a successor to a partner of a firm in the event of death\/retirement of The existing partner? (Dec 2016, 4 marks)
          \nAnswer:
          \nIt is not uncommon in partnership agreements to find a clause as to nomination of a successor who has the right to be declared and admitted as partner in the event of death or retirement of a partner. It was, however, held by the Supreme Court in Commissioner of Income Tax v. Govindram Sugar Mills, AIR 1966 SC 24, that the nomination is not effective in case of partnership firm consisting of two partners only as it stands dissolved on the death of a partner; nevertheless, in view of the rights and obligations of a person to be nominated as under Section 31 of the Act, the same principle in case of agreement between two persons is applicable in case of partnership between two partners.<\/p>\n

          \"Drafting<\/p>\n

          Question 21.
          \nComment on the following:
          \n\u2018Wakfs are trusts\u2019. Explain? Advise on applicability of Indian Trust Act on Wakfs. (June 2017, 5 marks)
          \nAnswer:
          \nThere is a difference between Muslim Wakfs and Trusts. The basic difference is that Wakf properties are dedicated to God and the \u201cWakif\u201d or dedicator, does not retain any title over the Wakf properties. As far as Trusts are concerned, the properties are not vested in God.<\/p>\n

          Some of the objects of such Trusts are for running charitable organisations such as hospitals, shelter homes, orphanages and charitable dispensaries, which acts, though recognized as pious, do not divest the author of the Trust from the title of the properties in the Trust, unless he relinquishes such title in favour of the Trust or the Trustees.<\/p>\n

          At times, the dividing line between Public Trusts and Wakfs may be thin, but the main factor always is that while Wakf properties vest in God Almighty, the Trust properties do not vest in God and the Trustees in terms of Deed of Trust are entitled to deal with the same for the benefit of the Trust and its beneficiaries.<\/p>\n

          Though Wakfs are trusts, the Indian Trusts Act does not apply to Wakfs under the Muslim Law. However, it is open to a Muslim to create a secular trust of a public and religious character. Such a trust would be governed by the Indian Trusts Act, 1882.<\/p>\n

          \"Drafting<\/p>\n

          Question 22.
          \nComment on the following:
          \nA debtor cannot claim or take advantage of non-payment of consideration for assignment. (June 2018, 5 marks)
          \nAnswer:
          \nA debtor cannot claim or take advantage of non – payment of consideration for assignment
          \nAn assignment is a form of transfer of property and it is commonly used to refer the transfer of an actionable claim or a debt or any beneficial interest in movable property. A debtor cannot claim or take advantage of non – payment of consideration for assignment. Section 130 of the Transfer of Property Act, 1882 specifically lays down that an assignment of an actionable claim may be with or without consideration. Passing of the property in the assigned property does not depend on the payment of consideration.<\/p>\n

          Question 23.
          \nExplain the following:
          \nExtinction of a Trust. (June 2018, 4 marks)
          \nAnswer:
          \nExtinction of a Trust
          \nA trust is extinguished:
          \n(a) when its purpose is completely fulfilled; or
          \n(b) when its purpose becomes unlawful; or
          \n(c) when the fulfilment of its purpose becomes impossible by destruction of the trust property or otherwise; or
          \n(d) when the trust, being revocable, is expressly revoked.<\/p>\n

          \"Drafting<\/p>\n

          Question 24.
          \nA group of fashion designers, Akshita, Haritha and Hemalatha propose to form a Limited Liability Partnership (LLP). They seek your professional guidence on the drafting of the following clauses in the LLP Agreement: (June 2018)
          \n(i) Admission of new partner
          \n(ii) Extent of liability of the LLP
          \n(iii) Arbitration (6 marks)
          \nAnswer:
          \nThe model Clauses in the LLP agreement are as follows :
          \n(i) Admission of new partner<\/p>\n

            \n
          • No Person may be introduced as a new partner without the consent of all the existing partners. Such incoming partner shall give his prior consent to act as Partner of the LLP.<\/li>\n
          • Capital Contribution of the new partner may be tangible, in – tangible, movable or immovable property and the incoming partner shall bring minimum Contribution of \u20b9 ……………………. (Rupees ……………….. only).<\/li>\n
          • Profit Sharing Ratio (PSR) of the incoming partner will be in proportion to his capital contribution in the LLP<\/li>\n<\/ul>\n

            (ii) Extent of Liability of the LLP<\/p>\n

              \n
            • The LLP is not bound by anything done by a partner in dealing with a person if –\n
                \n
              1. the partner in fact has no authority to act for the LLP in doing a particular act; and<\/li>\n
              2. the person knows that he has no authority or does not know or believe him to be a partner of the LLP.<\/li>\n<\/ol>\n<\/li>\n<\/ul>\n

                (iii) Arbitration<\/p>\n

                  \n
                • All disputes between the partners or between the partners and the LLP arising out of the LLP Agreement which cannot be resolved in terms of this LLP Agreement shall be referred for arbitration as per the provisions of the Arbitration and Conciliation Act, 1996 (26 of 1996).<\/li>\n<\/ul>\n

                  \"Drafting<\/p>\n

                  Question 25.
                  \nDraft a specimen Deed of Assignment of a Patent. Assume data. (June 2018, 6 marks)
                  \nAnswer:
                  \nDEED OF ASSIGNMENT OF A PATENT
                  \nTHIS DEED OF ASSIGNMENT is made at ___________ on this ___________ day of ___________ between Mr ___________ Mr ___________ and Mr ___________ carrying on business in partnership in the name of M\/s ___________ Hereinafter referred to as ‘the Assignors’ of the One Part and M\/s ___________, a Company registered under the Companies Act, 2013, and having its registered office at ___________, Hereinafter referred to as the ‘Assignee’ of the Other Part;<\/p>\n

                  WHEREAS
                  \n1. The Assignors own a patent in the manufacture of an article known in the market ___________ and the said patent is duly registered under; the Patents Act, 1970 and which is broadly described in the Schedule hereunder written.<\/p>\n

                  2. The Assignors have promoted a company being the Assignee herein and have agreed to transfer their partnership business including the right to the said Patent to the Assignee in consideration of and in the manner, provided in a separate agreement between the Assignors.<\/p>\n

                  3. The Assignee has now requested the Assignor to assign the said Patent and all rights appurtenant thereto to the Assignee which the Assignors have agreed to do.<\/p>\n

                  \"Drafting<\/p>\n

                  NOW THIS DEED WITNESSETH that pursuant to the said Agreement and in consideration of a sum of \u20b9 ___________ paid to the Assignors partly in cash and partly in the form of the shares of the Assignee of the face value of the amount of \u20b9 ___________ before the execution of these presents (receipt whereof the Assignors hereby admit) they the Assignors as beneficial owners of the said patent broadly described in the Schedule hereunder written, hereby assign to the Assignee the said patent which has been granted to the Assignors by the Government of India under the Patents Act, 1970, together with the Assignors’ full right of action, powers and benefits arising, accruing or belonging to the Assignors in connection with the said patent:<\/p>\n

                  TO HOLD the same upto the Assignee absolutely and the Assignors do and each of them both hereby covenant with the Assignee that:
                  \n(a) The Assignors have full right and absolute authority to assign the said patent in the manner aforesaid.<\/p>\n

                  (b) The patent is free and clear from all encumbrances and claims and the Assignors shall keep the Assignee indemnified against any such claim.<\/p>\n

                  (c) The Assignee shall be entitled to hold and use the said patent exclusively so long as the patent exists and earn and enjoy the profits or income there from; peaceably and without any objection or interruption on the part of the Assignors or persons claiming under them.<\/p>\n

                  (d) The Assignors will execute any further deed as may be required for further and more perfectly assuring the said patent upto the Assignee.<\/p>\n

                  IN WITNESS WHEREOF the Assignors have put their hands the day and year first hereinabove written.<\/p>\n

                  The Schedule above referred
                  \nSigned and delivered by
                  \nThe within named Assignors
                  \n1. ___________
                  \n2. ___________ and
                  \n3. ___________ being<\/p>\n

                  The partners of M\/s ___________
                  \nIn presence of ___________<\/p>\n

                  \"Drafting<\/p>\n

                  Question 26.
                  \nExplain the following : (Dec 2018)
                  \n(i) Assignment of Policies of Insurance.
                  \n(ii) Elements of Debenture Trust Deed. (4 marks each)
                  \nAnswer:
                  \n(i)<\/p>\n

                    \n
                  • Policies of insurance are principally of two types (1) insuring risk to life or a person, and (2) covering various risks relating to goods.<\/li>\n
                  • Under the former, a sum of money is secured to be paid on the death of the person whose life is insured.<\/li>\n
                  • The latter is a contract whereby an insurer undertakes to indemnify the assured, his nominees, assigns, heirs and legal representatives against the loss of and \/or damage to goods.<\/li>\n
                  • A contract of insurance is complete when the proposal of the assured is accepted by the insurer, whether the policy of insurance is issued or not.<\/li>\n
                  • Insurable interest in the subject – matter insured is a pre-requisite of a contract of insurance and for the success of an insurance claim the assured or the claimant, as the case may be, must be interested in the subject -matter insured at the time of the loss.<\/li>\n
                  • An insurable interest in the subject – matter insured is a right which is capable of assignment. An insurance policy may be transferred by assignment unless it contains terms expressly prohibiting assignment.<\/li>\n
                  • It must be assigned before death in the case of a life insurance policy and it may be assigned either before or after loss in the case of a marine of good policy.<\/li>\n
                  • The assignee can sue on the policy of insurance in his own name and can defend an action on any around available to the assignor.<\/li>\n
                  • The policy may be assigned by endorsement thereon or in other customary manner. An assured who has no insurable interesting the subject-matter insured cannot assign.<\/li>\n
                  • Where an assured who has lost interest in the subject by transfer and has not, before or at the time of transferring the subject matter, expressly or impliedly agreed to assign the policy, any subsequent assignment of the policy is inoperative.<\/li>\n<\/ul>\n

                    \"Drafting<\/p>\n

                    (ii) Companies in the course of their normal business borrow funds by different methods, one such method being the issue of debentures. An issue of debentures is usually secured by a trust deed, where under movable and immovable properties of the company are mortgaged in favour of the trustees for the benefit of the debenture holders.<\/p>\n

                    The characteristics of debenture trust deeds are as follows:
                    \n(a) The trust deed usually gives a legal mortgage on block capital and a floating security on the other assets of the company in favour of the trustee on behalf of the debenture holders.<\/p>\n

                    (b) The trust deed gives in detail the conditions under which the loan is advanced.<\/p>\n

                    (c) The trust deed should specify in some detail the remuneration payable to the trustee, their duties and responsibilities in relation to the property.<\/p>\n

                    (d) It also gives un detail, rights of debenture holders to be exercised through the trustees in case of default by the company in payment of interest and principle as agreed upon.<\/p>\n

                    \"Drafting<\/p>\n

                    Question 27.
                    \nDraft a deed of Agreement of Admission of Sushma as a third partner w.e.f. 1st<\/sup> September, 2018, into the already established firm of Seema and Reshma running a sweet shop. Assume data. (Dec 2018, 6 marks)
                    \nAnswer:
                    \nDeed of Agreement of Admission into Firm of a New Partner Sushma THIS DEED OF AGREEMENT is made on the ………………… day of ………………… 2018 BETWEEN Seema ………………… daughter of ………………… aged ………………… R\/o ………………… and ………………… Reshma ………………… daughter of ………………… aged ………………… R\/o ………………… partners in the firm Mohit & Co.of the one part, AND Sushma ………………… daughter of ………………… aged ………………… years resident of ………………… of the other part.<\/p>\n

                    WHEREAS the said Seema and Reshma are partners in the firm Mohit & Co. situated in ………………… and are bound as such under a deed partnership executed by them on the ………………… day of ………………… 2018 hereinafter referred to as the \u201cpartnership deep\u201d<\/p>\n

                    AND WHEREAS the said Sushma is desirous of being admitted as a member in the aforesaid firm of Mohit & Co. And invest a sum of \u20b9 ………………… AND the said Seema and Reshma are willing to admit her as an additional partner.<\/p>\n

                    NOW THEREFORE THE DEED WITNESSES That in pursuance of the said agreement and in consideration of the said Sushma bringing in and contributing the sum of \u20b9 ………………… (Rupess ………………… only) as additional capital of the above partnership firm, it is mutually agreed as follows:<\/p>\n

                    \"Drafting<\/p>\n

                    1. The parties hereto shall, as from the date hereof be and continue: partners for the unexpired residue of the terms mentioned in para ………………… of the partnership deed subject in all respects to the conditions, stipulations, and provisions of the aforesaid partnership deed, so far as applicable, and except as varied by this deed of agreement.<\/p>\n

                    2. The capital mentioned in the partnership deed shall hereafter be changed to the sum of ? ………………… only and the partners shall hereafter have the undernoted shares in the capital.
                    \nSeema shall have \u20b9 ………………… in the said capital.
                    \nReshma shall have \u20b9 ………………… in the said capital; and
                    \nSushma shall have \u20b9 ………………… in the said capital.<\/p>\n

                    3. The profits and losses of the partnership shall continue to be borne by the partners hereto in proportion to their above named respective shares.<\/p>\n

                    IN WITNESS WHEREOF the said Seema, Reshma and Sushma have hereto at …………………. signed the day and the year first above mentioned.
                    \nSd\/- Seema
                    \nSd\/- Reshama
                    \nSd\/- Sushma:<\/p>\n

                    WITNESSES
                    \n1.
                    \n2.<\/p>\n

                    \"Drafting<\/p>\n

                    Question 28.
                    \nA partnership firm, a HUF and a Minor wants to be partner of another partnership firm. Decide the possibility of the same. (Dec 2019, 4 marks)
                    \nAnswer:
                    \nThe word \u201cperson\u201d in Section 4 of the Indian Partnership Act, 1932 contemplated only natural and legal persons. (Duli Chand v. C.I.T., AIR, 1956 SC 354). Partnership relation is one of contractual nature. Therefore, such persons who are competent to contract can enter into partnership.<\/p>\n

                    A firm or a Hindu Undivided Family is not a legal person and cannot enter into partnership with any person. When the Karta of a Joint Hindu Family enters into a partnership with strangers the other members of the family do not ipso facto become partners (Firm Bhagat Ram v. Comm, of Excess Profits Tax, AIR 1956 SC 374).<\/p>\n

                    Further it is to be noted that two partnership firms cannot enter into partnership as such but its partners can certainly form a new partnership. A minor cannot be a partner in a firm but, with the consent of all the partners, he can be admitted to the benefits of partnership (Section 30 of the Indian Partnership Act, 1932).<\/p>\n

                    He is entitled to share in the profits and his share is liable for the acts of the firm, but he is not personally liable. He cannot be made liable for the losses of the firm. Within six months of attaining majority or obtaining knowledge of his admission, whichever is later, the minor may elect to become or not to become a partner in the firm.<\/p>\n

                    \"Drafting<\/p>\n

                    Question 29.
                    \nDraft the following as per the instructions :
                    \nA specimen deed of assignment of shares in a company. (Dec 2019, 4 marks)
                    \nAnswer:
                    \nSection 44 of the Companies Act, 2013 defines the nature of property in the shares of a company. It lays down: \u201cThe shares or other interest of any member in a company shall be movable property, transferable in the manner provided in the articles of the company.\u201d<\/p>\n

                    A company cannot refuse to transfer shares except as provided by its articles. It is well settled that unless the articles otherwise provide, a shareholder has a free right to transfer his shares to whom he chooses. It is not necessary to look to the articles for a power to transfer, since that power is given by the Act. It is only necessary to look to the articles of association to ascertain the mode of transfer and the restrictions upon it.<\/p>\n

                    A Specimen of Deed of Assignment of Shares in a Company THIS ASSIGNMENT is made this ………………… day of …………………. between AB, son of resident of …………………, (hereinafter called \u201cthe Assignor\u201d) of the one part and CD, son of …………………, resident of ………………… (hereinafter called \u201cthe Assignee\u201d) of the other part.<\/p>\n

                    THE DEED WITNESSES:
                    \nThat in consideration of the sum of \u20b9 ………………… (Rupees ……………….) paid by the assignee to the assignor, the receipt whereof the assignor hereby acknowledges, the said AB hereby assigns, sells and transfers to the said CD ………………….. Equity Shares of \u20b9 ………………….. each, fully paid up, bearing consecutive Nos …………………… to …………………. (inclusive), which stand in the name of the assignor in the Register of Members of ………………. Co. Ltd. TO HOLD the same to the assignee absolutely, subject nevertheless to the conditions on which the assignor held the same up to date.<\/p>\n

                    AND the assignee hereby agrees to take the said Equity Shares subject to such conditions.<\/p>\n

                    IN WITNESS WHERE OF the assignor and the assignee do hereto affix their respective signatures on the day, month and the year stated above.<\/p>\n

                    Witness: Assignor
                    \nWitness: Assignee<\/p>\n

                    \"Drafting<\/p>\n

                    Question 30.
                    \nExplain the following : (Dec 2019)
                    \n(a) The objectives of trade marks law. Whether an unregistered trade mark can be assigned ?
                    \n(b) Concept of the Goodwill of the Company and the criteria from which goodwill arises. (4 marks each)
                    \nAnswer:
                    \n(a) The trademark law has undergone changes from time to time, with the changing pattern of business methods and practices. Even the very concept of a trade mark and its functions have changed. The object of trade mark law is to deal with the precise nature of the right which a person can acquire in respect of trade marks and;<\/p>\n

                      \n
                    • the mode of acquisition of such rights,<\/li>\n
                    • the method of transfer of those rights to others,<\/li>\n
                    • the precise nature of infringement of such rights, and<\/li>\n
                    • the remedies available in respect thereof.<\/li>\n<\/ul>\n

                      Section 39 of the Trade Marks Act, 1999 states that an unregistered trade mark may be assigned or transmitted with or without the goodwill of the business concerned.<\/p>\n

                      (b) Goodwill is an intangible asset. It represents the value of a business attaching to ail the factors, internal and external, which enable it to earn a differential return of profit on the capital employed that is, a better return than that which arises in other comparable businesses, having regard to the nature, size, location and risk inherent in such a business, and which is capable of being enjoyed by a successor.<\/p>\n

                      Goodwill has been variously defined by different commercial pundits. Some definitions are:
                      \n\u201cThe goodwill of a business is the advantage, whatever it may be, which a person gets by continuing to carry on, and being entitled to represent to the outside world that he is carrying on a business, which has been carried on for some time previously.\u201d<\/p>\n

                      \"Drafting<\/p>\n

                      \u201cThe attractive force which brings in custom.\u201d
                      \n\u201cThe benefit of a good name, reputation and connection of a business.” \u201cThe one thing which distinguishes an old-established business from a new business at its first start.”
                      \n\u201cThe monetary measurement of the benefits attaching to the ownership of a successful business.\u201d
                      \n\u201cThe capitalized value attaching to the differential profit-capacity of a business.”
                      \n\u201cThe whole advantage, whatever it may be, of the reputation and connection of the firm which may have been built up by years of honest work organised by lavish expenditure of money.\u201d<\/p>\n

                      Goodwill arises mainly:
                      \n(a) by personal reputation of the owners;
                      \n(b) by reputation of the goods dealt in;
                      \n(c) by site monopoly or advantage;,;
                      \n(d) by access to sources of supply, e.g., large quotas;
                      \n(e) due to patent and trade-mark protection;
                      \n(f) due to effectiveness of publicity;
                      \n(g) due to reputation of the first\u2019s goods and methods;
                      \n(h) due to relationship between firm and personnel; and
                      \n(i) due to elements stimulating business growth.<\/p>\n

                      \"Drafting<\/p>\n

                      Question 31.
                      \n(a) A trust is created for two purposes, of which one is lawful and another unlawful, two purposes cannot be separated, what will be the consequences? What would be your answer, if two purposes can be separated? (Aug 2021) (4 marks)
                      \n(b) Mention usual important conditions of debenture trust deed, is debenture trust deed resisterable? (4 marks)
                      \n(c) Draft a deed of Dissolution of partnership. (4 marks)
                      \nAnswer:
                      \n(a)<\/p>\n

                        \n
                      1. Every trust the purpose of which is unlawful will be void.<\/li>\n
                      2. If the object is both lawful and unlawful and two operations cannot be separated, the whole trust would be void.<\/li>\n
                      3. If two operations can be separated, it will be void as far as unlawful part of the object which can be separated.<\/li>\n
                      4. The object of the Trust must be feasible and adequately defined, otherwise, the trust agreement shall be void and the situation shall be restored to what it was before the creation of the Trust.<\/li>\n<\/ol>\n

                        \"Drafting<\/p>\n

                        (b) The usual important conditions of debenture trust deeds are as follows:<\/p>\n

                          \n
                        1. The main term of this trust deed must be an undertaking by the company to pay the debenture holders\u2019 principal and interest amount.<\/li>\n
                        2. The trust deed usually gives a legal mortgage On block capital and a floating security on the other assets of the company in favour of the trustee on behalf of the debenture ..holders*<\/li>\n
                        3. The trust deed gives in detail the Conditions under which the loan is advanced.<\/li>\n
                        4. The trust deed should specify fn some, detail the remuneration payable to the trustee, their duties and responsibilities in relation to the trust property.<\/li>\n
                        5. it also gives in detail the rights of debenture holders to be exercised through the trustees in case of default by the company in payment of interest and principal as agreed upon.<\/li>\n
                        6. The trust deed should give the trustee the power to take possession of the property charged when the security becomes enforceable.<\/li>\n<\/ol>\n

                          The debenture trust deed is registrable and can be registered with the Registrar of Assurances at the place where the registered office of the company is situated.<\/p>\n

                          (c)
                          \nDeed of Dissolution of Partnership
                          \n(To be executed on Non Judicial Stamp Paper as prescribed)
                          \nTHIS DEED OF DISSOLUTION OF PARTNERSHIP is made at ………………… on the …………………. day of ………………. 20….<\/p>\n

                          BETWEEN
                          \nA ……………….. S\/o ……………….. aged ………………… R\/o …………………….. of the first part
                          \nAND
                          \nB ………………. S\/o …………………. aged ………………… R\/o ……………………. of the other part.<\/p>\n

                          \"Drafting<\/p>\n

                          WHEREAS the parties hereto under a deed of partnership dated …………………. made between them formed themselves into a business firm and carried on business under the name and style of ……………. pursuant to the covenants, stipulations and provision contained in the said deed.<\/p>\n

                          AND WHEREAS it has been mutually decided between the parties _ that the said partnership shall be dissolved, and the said trade and business shall be wound up and the stock-in-trade, assets and credits realized and called in, and the net proceeds after payment and satisfaction of all debts and liabilities divided between the partners according to the covenants in this behalf appearing in the deed of partnership.<\/p>\n

                          NOW THIS DEED WITNESSES that in pursuance of the said agreement it is hereby declared and agreed by and between the parties hereto as follows, that is to say:<\/p>\n

                          1. The said partnership between the partners hereto under the deed, dated …………………… hereunto appended shall be determined and
                          \nstand dissolved as from the ……………………. day of …………………. 2020. And the parties hereto singly or jointly shall not carry on the business of the said firm of …………………. under the said name and style for a period of …………………… years hence.<\/p>\n

                          2. The parties hereto shall on the aforesaid date of …………………… sign notices of the dissolution and forthwith advertise in the local Official Gazette the fact of dissolution as required by Section 45 of the Indian Partnership Act AND shall also intimate the fact of dissolution to the Registrar of Firms under the provisions of Section 63 of the said Act.<\/p>\n

                          3. Within ………………………. days after the dissolution of the partnership a full and general account and balance sheet shall be taken and made of the property, assets and liabilities of the partnership; and a full and particular inventory and valuation of all the machinery, plants, tools, utensils, stock in hand, office equipment, materials and effects belonging to the firm shall be made by the parties or such other person as the partners may choose to appoint, whose decision shall be final and binding upon the partners, and all debts owing to the firm shall be collected and got in by the parties or such other persons as the parties may by instrument in his behalf appoint.<\/p>\n

                          \"Drafting<\/p>\n

                          4. That as soon as may be, after the property, assets and liabilities have been got in and disbursed the parties or such other person or persons whom the parties may have appointed under the foregoing clause shall divide and apportion the share of the parties, in the proportion of the contribution of the parties towards the capital. In such division any amounts paid earlier or due to the parties according to the books of the partnership shall be taken into account. That the cost of liquidation proceedings shall also be deemed to be a liability of the partnership and paid from the funds I of the partnership.<\/p>\n

                          5. That in case the winding up shows a loss or the assets of the partnership are insufficient to meet the liabilities and debts of the partnership then the partners shall forthwith pay such losses in the proportion of their contribution to the capital.<\/p>\n

                          6. Each of the parties shall, so soon as the others or any of them, or their or his representatives, shall have executed and done all the assurances, acts or things hereby agreed to be done by them respectively and at the request and cost of such other or others, or their or his representatives execute to them or him such releases, indemnifies, and assurances as may be reasonable and proper;<\/p>\n

                          IN WITNESS WHEREOF the said AB, CD and EF have hereto signed and executed this agreement of dissolution and appended it to the said deed of partnership, dated ……………………..<\/p>\n

                          WITNESSES:
                          \n1. Sd\/-A.B.
                          \n2. Sd\/- C.D. (Signatures of the parties)
                          \n3. Sd\/- E.F.<\/p>\n

                          \"Drafting<\/p>\n

                          Question 32.
                          \nDraft a speciman deed of assignment of business debts. (Aug 2021, 6 marks)
                          \nAnswer:
                          \nSPECIMEN DEED
                          \nThis dated of Assignment is made this ……………………. day of ………………………
                          \nBetween
                          \nCD s\/o ………………………. residing at …………………… (hereinafter referred to as the ASSSIGNOR or which term shall include his heirs legal representative) of one part and AB s\/o of …………………… residing at ……………………… (hereinafter referred to as the ASSIGNEE(S) of other part.<\/p>\n

                          WHEREAS THE ASSIGNOR has for some time past carried on the trade or business of, etc, in the course whereof the several persons whose names, address and occupation are mentioned in the schedule hereunder written, have become lawfully debtors to him and so for the several sums of money set opposite to their respective names, and<\/p>\n

                          WHEREAS THE ASSIGNOR has contracted with the ASSIGNEE for the absolute sale to him of the said business debts at and for the sum of \u20b9 ………………………..<\/p>\n

                          NOW THIS DEED WITNESSES that is considerat ion of the sum of \u20b9 …………………………. now paid to the ASSIGNOR by the ASSIGNEE (the receipt of the sum ASSIGNOR hereby acknowledges), the said CD sells, transfers and assigns unto the said AB ail the several said debts and sum of money specified in the said schedule which are now due and owing to the ASSIGNOR TO HAVE AND TO RECEIVE them for his absolute use and benefit with absolute power to enforce payment thereof by suit AND that the ASSIGNOR does hereby covenant with the assignee that all the several debts are lawfully due to him and the parties by whom they are payable are alive and further that he has not entered into any arrangement with any of them AND that the ASSIGNOR shall at all times hereafter do execute, and perform all such and other acts, deeds etc. As may be reasonably required for further and better transferring and \/or assuring them or any of them.<\/p>\n

                          Schedule above referred to
                          \nSigned, sealed, sealed and delivered etc.
                          \nWitness: Assignor
                          \nWitness: Assignee<\/p>\n

                          \"Drafting<\/p>\n

                          Question 33.
                          \nAssignment of Patent is not valid until it is in writing’, comment and discuss the relevant provisions. Is registration of assignment of patent is compulsory ? (Dec 2021, 4 marks)
                          \nAnswer:
                          \nAssignment of patent
                          \n1. According to Section 68 of the Patents Act, 1970, assignments, etc., not to be valid unless in writing and duly executed.<\/p>\n

                          2. An assignment of a patent or of a share in a patent, a mortgage, licence or the creation of any other interest in a patent shall not be valid unless the same were in writing and the agreement between the parties concerned is reduced to the form of a document embodying all the terms and conditions governing their rights and obligations and duly executed.<\/p>\n

                          3. An assignment of a patent or of a share of a patent, a mortgage, licence or the creation of any other interest in the patent shall not be valid unless the same were in writing and the agreement between the parties concerned is reduced to the form of a document embodying all the terms and conditions governing their rights and obligations.<\/p>\n

                          4. The application for registration of such document is filed in the prescribed manner with the Controller within six months from the execution of the document or within such period not exceeding six months in the aggregate as the Controller on application made in the prescribed manner allows.<\/p>\n

                          In the given case, registration of assignment is mandatory.<\/p>\n

                          \"Drafting<\/p>\n

                          Question 34.
                          \n‘Objects of Trust must be lawful. Trust whose purpose is unlawful is void\u2019 Discuss. (Dec 2021, 4 marks)
                          \nAnswer:
                          \nSection 4 of the Indian Trusts Act, 1882 provides that the object of the trust must be lawful. The purpose of the trust is lawful unless it is:
                          \n(a) forbidden by law, or
                          \n(b) is of such a nature that, if permitted, it would defeat the provisions of any. law, or
                          \n(c) is fraudulent, or
                          \n(d) involves or implies injury to the person or property of another, or
                          \n(e) the Court regards it as immoral or opposed to the public policy.<\/p>\n

                          Every trust of which the purpose is unlawful is void and where a trust is created for two purposes, of which one is lawful and the other is unlawful, and the two purposes cannot be separated, the whole trust is void.<\/p>\n

                          Instances of illegal Trust are:- Trust in restraint of marriage, trust creating perpetuity by settlement of properties intended for maintenance of persons born or to be born indefinitely. Trust to defraud a creditor.<\/p>\n

                          \"Drafting<\/p>\n

                          Question 35.
                          \nDraft a Specimen of Revocation of Trusts. Assume facts. (Dec 2021, 4 marks)
                          \nAnswer:
                          \nSpecimen Revocation of trust:
                          \nTHIS DEED is made on the …………………. (day) of ……………………. by MN etc., (hereinafter called \u201cthe Settlor\u201d) of the one part and OP etc., (hereinafter called \u201cthe Trustee\u201d) of the other part.<\/p>\n

                          WHEREAS by a deed of trust dated ………………….. the Settlor transferred his property specified therein to the Trustee upon trust to sell the same and with the proceeds of the sale to pay the debts due from the Settlor to the several creditors named in the said deed;<\/p>\n

                          AND WHEREAS the trust created as aforesaid has not yet been communicated to any of the aforesaid creditors;<\/p>\n

                          AND WHEREAS the Settlor now desires to revoke the said trust and to make other arrangements for the discharge of his aforesaid debts.<\/p>\n

                          NOW THIS DEED WITNESSES that the settlor hereby revokes the trust created by the aforesaid deed of trust. IN WITNESS WHEREOF parties have signed this deed on the ………………………. day of ………………….<\/p>\n

                          Signed by …………………….
                          \nIn the presence of …………………..
                          \nand of ………………………..<\/p>\n

                          \"Drafting<\/p>\n

                          Question 36.
                          \nDraft a specimen Deed of Revocation of a Trust. (June 2022, 5 marks)<\/p>\n

                          Question 37.
                          \n\u201c Registration of partnership firm under the Income-tax Law is distinct from the registration of firm under Indian Partnership Act, 1932″ Explain. (June 2022, 5 marks)<\/p>\n

                          Question 38.
                          \nA partnership dissolution deed may be written on a plain paper. Its registration is not compulsory. No format is prescribed for it. Illustrate through a \u2018specimen deed of dissolution\u2019 of a partnership firm. (Dec 2012, 10 marks)
                          \nAnswer:
                          \nDeed of Dissolution of Partnership
                          \n(To be executed on \u20b9 10\/- Non Judicial Stamp Paper)<\/p>\n

                          THIS DEED OF DISSOLUTION OF PARTNERSHIP made on the ___________ day of _______ 200 ________ BETWEEN ________.<\/p>\n

                          WHEREAS the partners hereof under a deed of partnership dated ___________ made between them formed themselves into a business firm and carried on business under the name and style of ___________ in pursuant to the covenants, stipulations and provision contained in the said deed;<\/p>\n

                          AND WHEREAS it has been mutually decided between the parties that the said partnership shall be dissolved and the said trade and business should be wound up and the stock-in-trade, assets and credits realized and called in and the net proceeds after payment and satisfaction of all debts and liabilities divided between the partners according to the covenants in this behalf appearing in the deed of partnership.<\/p>\n

                          \"Drafting<\/p>\n

                          NOW THIS DEED WITNESSES that in pursuance of the said agreement it is hereby declared and agreed by and between the parties hereto as follows, that is to say:
                          \n1. The said partnership between the partners hereto under the deed,
                          \ndated ___________ hereunto appended shall be determined and stand dissolved as from the ___________ day of ___________ 200 ___________ And the parties hereto singly or jointly shall not carry on the business of the said firm of ___________ under the said name and style for a period of ___________ years hence.<\/p>\n

                          2. The parties hereto shall on the aforesaid date of ___________ sign notices of the dissolution and forthwith advertise in the local Official Gazette the fact of dissolution as required by Section 45 of the Indian Partnership Act, 1932 AND shall also intimate the fact of dissolution to the Registrar of Firms under the provision of Section 63 of the Said Act.<\/p>\n

                          3. Within ___________ days after the dissolution of the partnership a full and general account and balance sheet shall be taken and made of the property, assets and liabilities of the partnership; and a full and particular inventory and valuation of all the machinery, plants, tools, utensils, stock in hand, office equipment, materials and effects belonging to the firm shall be made by the parties or such other person as the partners may choose to appoint, whose decision shall be final binding upon the partners and all debts owing to the firm shall be collected and got in by the parties or such other persons as the parties may by instrument in his behalf appoint.<\/p>\n

                          \"Drafting<\/p>\n

                          4. That as soon as may be, after the property, assets and liabilities have been got in and disbursed the parties or such other person or persons whom the parties may have appointed under the foregoing clause shall divide and apportion the share of the parties, in the proportion of the contribution of the parties towards the capital. In such division any amounts paid earlier or due to the parties according to the books of the partnership shall be taken into account. That the cost of liquidation proceedings shall also be deemed to be a liability of the partnership and paid from the funds of the partnership.<\/p>\n

                          5. That in case the winding up shows s loss or the assets of the partnership are insufficient to meet the liabilities and debts of the partnership then the partners shall forthwith pay such losses in the proportion of their contribution to the capital.<\/p>\n

                          6. Each of the parties shall, as soon as the others or any of them, or their or his representatives, shall have executed and done all the assurances, acts things hereby agreed to be done by them respectively and at the request and cost of such other or others, or their or his representatives execute to them or him such releases, indemnifies and assurances as may be reasonable and proper.<\/p>\n

                          IN WITNESS WHEREOF the said AB, CD and EF have hereto signed and executed this agreement of dissolution and appended it to said deed of partners dated ___________.<\/p>\n

                          WITNESSES:
                          \n1. Sd\/- A.B.
                          \n2. Sd\/-C.D.
                          \n3. Sd\/-E.F.<\/p>\n

                          \"Drafting<\/p>\n

                          Question 39.
                          \nA partnership firm was constituted by A, B and C partners for carrying on the business of steel manufacturing. Later on, a company Desire Ltd. proposed to purchase the business of the said partnership firm. The partners agreed to it and decided to dissolve the firm unanimously. Draw a partnership dissolution deed assuming data like date, place, etc. wherever necessary. (June 2013, 10 marks)
                          \nAnswer:
                          \nDeed of Partnership
                          \n(On Stamp paper of appropriate value)<\/p>\n

                          This Deed of Dissolution of partnership executed on this day of ___________ 2013 between:
                          \n1. A S\/o ______ aged ______ years; residing at _______
                          \n2. B S\/o ______ aged ______ years; residing at _______
                          \n3. C S\/o ______ aged ______ years; residing at _______<\/p>\n

                          WHEREAS the aforesaid parties constituted themselves into a partnership to run a business of steel manufacturing under the name and style of \u201cABC firm\u201d in pursuance to a deed of partnership executed on the day of _______.<\/p>\n

                          AND WHEREAS Desire Steel Manufacturing Company Ltd. a company registered under the Companies Act, 2013 proposes to purchase the business of the firm from the partners of the firm.<\/p>\n

                          AND WHEREAS the parties have unanimously agreed to dissolve the partnership firm and sell all the assets and liabilities of the firm to Desire Steel Manufacturing Company Ltd.<\/p>\n

                          Now this Deed witnesses that in pursuance of the said agreement it is hereby declared and agreed by and between the parties hereto as follows:
                          \n(i) The partnership between the partners hereto under the Deed of Partnership dated ______ hereunto appended shall be determined and stand dissolved as from ______ day of ______ 2013 and the parties hereto singly or jointly shall not carry on the business of the said firm under the said name and style.<\/p>\n

                          \"Drafting<\/p>\n

                          (ii) The parties hereto shall on the aforesaid date of ______ sign notices of the dissolution and forthwith advertise in the local Official Gazette the fact of dissolution as required by Section 45 of the Indian Partnership Act, 1932 and shall also intimate the fact of dissolution to the Registrar of Firms.<\/p>\n

                          (iii) That within ______ days’ after the dissolution of the partnership, a general account and balance sheet shall be made of the property, assets and liabilities of the partnership and a full and particular inventory and valuation of all the machinery, plants, tools, utensils, stock in hand, office equipment, materials and effects belonging to the firm shall be made by the parties and all debts owing to the firm shall be collected by the parties.<\/p>\n

                          (iv) That the parties have agreed to sell all the liabilities and assets of the firm to the Desire Steel Manufacturing Co. Ltd., under a separate agreement.<\/p>\n

                          (v) That as soon as or on the day fixed in the separate agreement sale price is received the parties shall divide and apportion the sale price, in the proportion of the contribution towards the capital. In such division any amount paid earlier of due to the parties, according to the books of the partnership shall be taken into account.<\/p>\n

                          IN WITNESS WHEREOF the said A, B and C have hereto signed and executed this agreement of dissolution on the day, month and year first mentioned.<\/p>\n

                          Witnesses – Signature of parties
                          \n1. – A.
                          \n2. – B.
                          \n3. – C.<\/p>\n

                          \"Drafting<\/p>\n

                          Question 40.
                          \nABC Ltd. employs 600 employees including 380 workers. It manufactures plastic durables. In its factory premises, fifty acres vacant land is lying surplus to company\u2019s requirements. The workers have formed a religious public charitable trust registered under the Indian Trusts Act, 1882 and the Bombay Public Trusts Act, 1950. As most of them profess secular \u2018Anaamensh Radhaswami\u2019 sect, they require a suitable site near their quarters to worship Adyashakti and Holy Mentor, hold satsangs and meditate as required in their creed. For this the managing trustee has approached the Chairman and Managing Director, Omkar, requesting for grant of 25 acres of surplus land for building a temple, as a gift for the welfare of employees. The Board of Directors, in their meeting, accepted the request and decided to grant 25 acres plot from surplus land situated adjacent to the western gate of the factory premises, subject to following main conditions: (June 2014)<\/p>\n

                          (i) Gift of land to be in perpetuity.
                          \n(ii) Temple to be constructed by the trust, to be named \u2018Anaamensh Ashram\u2019 and open to all, subject to temple discipline and practical requirements.
                          \n(iii) The Chairman and Managing Director\/Company Secretary\/nominee of the Board to be the President of the temple management committee.
                          \n(iv) The donor company will defray 50% of annual recurring expenses of the temple out of employees\u2019 welfare fund.
                          \n(v) No political or commercial or unlawful activity shall be allowed inside temple complex. But few stalls selling pooja articles, flowers, eatables or ladies trinkets may be allowed to be put up. Besides the Holy Mentor, manager of the temple and necessary staff may be allowed to reside in the temple precincts.
                          \n(vi) Accounts and audit reports of the temple will be open to cestuique trust and donor company.
                          \n(vii) These terms can be varied through the Chairman and Managing Director\u2019s order if contingencies so require, including demise of this gift in case of malpractices or unlawful activities or similar breach of the conditions of grant. In that event, the plot shall revert to the donor.
                          \n(viii) All decisions in this regard shall be final and unchallengeable and binding on all concerned.<\/p>\n

                          The Chairman and Managing Director, Omkar, asks you, as the Company Secretary, to draft a suitable gift deed containing above conditions. Assume supplementary data if required. (16 marks)
                          \nAnswer:
                          \nGrant of Land for Building a Temple:
                          \nThis DEED OF GIFT is made at Mumbai on this 10th<\/sup> day of January, 2014 between M\/s ABC Ltd. having its registered office at F-350, Skylark Apartments, Andheri (West), Mumbai, Maharashtra through its Chairman cum Managing Director Mr. Omkar (hereinafter referred to as \u2018the Donor\u2019) of the One Part and Mr. B, Managing Trustee, Anaamensh Radhaswami Trust (hereinafter referred to as \u201cthe DONEE\u2019), of the Other Part.<\/p>\n

                          WHEREAS the DONOR is in possession of the land admeasuring 25 Acres bearing Rectangle no. 13\/2, Kila no. 4(5-6), Rectangle no. 16, Kitano. 11 (3-0), 12\/2(5-4) and Rectangle no. 19, Kila no. 5(6-0), 5(2-3) located in Suburban Industrial Estate, Mumbai, where the manufacturing plant of the company is located and workers of the company resides.<\/p>\n

                          \"Drafting<\/p>\n

                          AND WHEREAS the DONEE has requested the DONOR for grant of said land for the purpose of construction of a temple thereon.
                          \nAND WHEREAS the DONOR has agreed with the DONEE to gift the aforementioned land for the said purpose.
                          \nAND WHEREAS the DONEE has accepted the gift for the said purpose and on the terms and conditions hereinafter contained.<\/p>\n

                          NOW THIS DEED WITNESSES AS FOLLOWS:
                          \n1. That the Donor now has in himself, good right, full power and absolute authority to grant the said piece of land and other the premises hereby granted as gift in the manner aforesaid.<\/p>\n

                          2. That the said land and premises are free and clear and absolutely and forever released and discharged or otherwise by the Donor and well and sufficiently saved, kept harmless and Indemnified of and from and against all former and other estate, titles, charges and encumbrances whatsoever, had made, executed, occasioned or suffered by the Donor.<\/p>\n

                          3. In pursuance of the aforesaid agreement and in consideVation of the donee\u2019s covenants hereinafter contained and for the purpose of promoting religious worship the donor hereby grants and transfers to the donee ALL THAT plot of land, etc., TO HOLD the same to the donee and his successors according to the custom of succession in the management of religious endowments recognized by the religion professed by the grantee for the purpose of a temple and for no other purpose in accordance with the covenants and the provisions hereinafter contained;<\/p>\n

                          \"Drafting<\/p>\n

                          4. The donee hereby covenants with donor as follows:
                          \n(a) That the Trust will within 3 years from the date hereof erect a temple of the value of \u20b9 25 Lakhs only on the said premises and will not use the said premises for any other purpose whatsoever.<\/p>\n

                          (b) That the proposed temple to be constructed by the trust in the name of \u201cAnaamensh Ashram\u201d on the said land is open to all subject to temple discipline and practical requirements as may be decided by the trust from time to time.<\/p>\n

                          (c) That the Chairman and Managing Director\/Company Secretary\/nominee of the Board is to be the president of the temple management committee.<\/p>\n

                          (d) That Such temple when erected shall be open to all persons professing the religion of the grantee for worship and prayer and for no other purpose.<\/p>\n

                          (e) That the donor shall defray 50% of annual recurring expenses of the temple out of employees welfare fund.<\/p>\n

                          (f) That the grantee and his successors will at all time hereafter keep such temple in good and substantial repair and will at his or their own cost perform all ceremonies of worship therein according to the religion professed by the grantee.<\/p>\n

                          (g) That no political or commercial or unlawful activity shall be allowed inside temple complex. However, few stalls selling pooja articles, flowers, eatables or ladies trinkets may be allowed to be put up.<\/p>\n

                          (h) That the accounts and audit reports of the temple will be open to cestuique trust and donor company.<\/p>\n

                          (i) That all decisions in this regard shall be final and unchallengeable and binding on all concerned.<\/p>\n

                          IN WITNESS WHEREOF the Donor as well as the Donee (by way of acceptance of the said gift) have put their respective hands the day and year first hereinabove written.<\/p>\n

                          Signed, sealed and delivered
                          \nFor: M\/s ABC Ltd.
                          \nChairman cum Managing Director- Sd\/
                          \nFor: Anaamensh Radhaswami Trust
                          \nMr. B, Managing Trustee-Sd\/<\/p>\n

                          \"Drafting<\/p>\n

                          Question 41.
                          \nSantosh and Swamy are the partners in a partnership firm \u2018Santswam\u2019. In view of mounting losses in the business, they decided to wind-up the business and dissolve the said firm. They require you to provide a release deed for dissolution of the firm. Prepare the release deed. (June 2015, 8 marks)
                          \nAnswer:
                          \nDeed of Dissolution of Partnership
                          \n(To be executed on \u20b9 10\/- Non Judicial Stamp Paper)
                          \nTHIS DEED OF DISSOLUTION OF PARTNERSHIP made on the ________ day of ________ 200 ________ BETWEEN Santosh and Swamy.<\/p>\n

                          WHEREAS the partners hereof under a deed of partnership dated ________ made between them formed themselves into a business firm and carried on business under the name and style of ________ in pursuant to the covenants, stipulations and provision contained in the said deed;<\/p>\n

                          AND WHEREAS it has been mutually decided between the parties that the said partnership shall be dissolved and the said trade and business should be wound up and the stock-in-trade, assets and credits realized and called in and the net proceeds after payment and satisfaction of all debts and liabilities divided between the partners according to the covenants in this behalf appearing in the deed of partnership.<\/p>\n

                          NOW THIS DEED WITNESSES that in pursuance of the said agreement it is hereby declared and agreed by and between the parties hereto as follows, that is to say:
                          \n1. The said partnership between the partners hereto under the deed, dated ________ hereunto appended shall be determined and stand dissolved as from the ________ day of ________ 200 ________ and the parties hereto singly or jointly shall not carry on the business of the said firm of ________ under the said name and style for a period of ________ years hence.<\/p>\n

                          \"Drafting<\/p>\n

                          2. The parties hereto shall on the aforesaid date of ________ sign notices of the dissolution and forthwith advertise in the local Official Gazette the fact of dissolution as required by Section 45 of the Indian Partnership Act, 1932 and shall also intimate the fact of dissolution to the Registrar of Firms under the provision of Section 63 of the Said Act.<\/p>\n

                          3. Within ________ days after the dissolution of the partnership a full and general account and balance sheet shall be taken and made of the property, assets and liabilities of the partnership; and a full and particular inventory and valuation of all the machinery, plants, tools, utensils, stock in hand, office equipment, materials and effects belonging to the firm shall be made by the parties or such other person as the partners may choose to appoint, whose decision shall be final binding upon the partners and all debts owing to the firm shall be collected and got in by the parties or such other persons as the parties may by instrument in his behalf appoint.<\/p>\n

                          4. That as soon as may be, after the property, assets and liabilities have been got in and disbursed the parties or such other person or persons whom the parties may have appointed under the foregoing clause shall divide and apportion the share of the parties, in the proportion of the contribution of the parties towards the capital.<\/p>\n

                          In such division any amounts paid earlier or due to the parties according to the books of the partnership shall be taken into account. That the cost of liquidation proceedings shall also be deemed to be a liability of the partnership and paid from the funds of the partnership.<\/p>\n

                          5. That in case the winding up shows a loss or the assets of the partnership are insufficient to meet the liabilities and debts of the partnership then the partners shall forthwith pay such losses in the proportion of their contribution to the capital.<\/p>\n

                          6. Each of the parties shall, as soon as the others or any of them, or their or his representatives, shall have executed and done all the assurances, acts things hereby agreed to be done by them respectively and at the request and cost of such other or others, or their or his representatives execute to them or him such releases, indemnifies and assurances as may be reasonable and proper.<\/p>\n

                          IN WITNESS WHEREOF the said AB, CD and EF have hereto signed and executed this agreement of dissolution and appended it to said deed of partners dated ________.<\/p>\n

                          WITNESSES:
                          \n1. Sd\/-A.B.
                          \n2. Sd\/-C.D.
                          \n3. Sd\/-E.F.<\/p>\n

                          \"Drafting<\/p>\n

                          Question 42.
                          \nAnuradha and Sudha are partners running a fashion designing boutique. They now propose to induct Seema as another partner in their firm w.e.f. 1st September, 2015. Draft a deed of agreement of admission of Seema into the firm. Assume data. (Dec 2015, 5 marks)
                          \nAnswer:
                          \nDeed of Agreement of Admission into Firm of a New Partner
                          \nTHIS DEED OF AGREEMENT is made on the ………………… day of ……………… 2015 BETWEEN Anuradha …………….. son of ……………. aged …………… r\/o ………………. and Sudha ………….. son of ……………. aged ………….. r\/o ……………….. partners in the firm.<\/p>\n

                          WHEREAS Anuradha and Sudha are partners in fashion designing boutique situated in …………………. and are bound as such under a deed of
                          \npartnership executed by them on the …………………… day of ……………. 2015.. hereinafter referred to as the \u201cpartnership deed\u201d.<\/p>\n

                          AND WHEREAS Seema is desirous of being admitted as a member in the aforesaid firm of fashion designing boutique and invest a sum of \u20b9 ……………….. AND Anuradha and Sudha are willing to admit her as an additional partner.<\/p>\n

                          NOW THEREFORE THE DEED WITNESSES that in pursuance of the said agreement and in consideration of Seema bringing in and contributing the sum of Rupees ………………….. (\u20b9 …………………..) only as additional capital of the above partnership firm, it is mutually agreed as follows:<\/p>\n

                          \"Drafting<\/p>\n

                          1. The parties hereto shall, as from the date hereof be and continue partners for the unexpired residue of the terms mentioned in para ……………. of the partnership deed subject in all respects to the conditions, stipulations and provisions of the aforesaid partnership deed, so far as applicable and except as varied by this deed of agreement.<\/p>\n

                          2. The capital mentioned in the partnership deed shall hereafter be changed to the sum of Rupees …………………. only and the partners shall
                          \nhereafter have the under noted shares in the capital.
                          \nAnuradha shall have \u20b9 ………………. in the said capital;
                          \nSudha shall have \u20b9 ………………….. in the said capital; and
                          \nSeema shall have \u20b9 …………….. in the said capital.<\/p>\n

                          3. The profits and losses of the partnership shall continue to be borne by the partners hereto in proportion to their above named respective shares.<\/p>\n

                          IN WITNESS WHEREOF Anuradha, Sudha and Seema have hereto at …………………… signed the day and the year first above mentioned.<\/p>\n

                          WITNESSES :
                          \n1. Sd\/- Anuradha
                          \n2. Sd\/- Sudha
                          \n3. Sd\/- Seema<\/p>\n

                          \"Drafting<\/p>\n

                          Question 43.
                          \nRobin has availed a loan of \u20b9 50,000 from Mohan against assignment of life insurance policy. Draft a deed of assignment of life insurance policy. (Dec 2015, 4 marks)
                          \nAnswer:
                          \nA Specimen of Deed of Assignment of Life Insurance Policy
                          \nTHIS ASSIGNMENT made on this ………………… day of …………………… between Robin, son of David, resident of ………………….. (hereinafter
                          \nknown as \u201cthe assignor\u201d) of the one part and Mohan, son of Ghanshyam resident of …………………….. (hereinafter known as \u201cthe assignee\u201d) of the other part.<\/p>\n

                          WHEREAS a policy of assurance being No …………………….. for \u20b9 50,000 (Rupees fifty thousand only ………………) was issued by the Life Insurance Corporation of India on the life of the assignor on the …………………… day of ………………….. to be paid to the assignor or to his executors, administrators or assigns after his death, subject to the annual premium of \u20b9 …………………….<\/p>\n

                          AND WHEREAS the said assignor has agreed to transfer and assign to the said assignee the said policy of assurance of a sum of \u20b9 ……………… (Rupees ……………..);<\/p>\n

                          THIS DEED WITNESSES that in consideration of the sum of \u20b9 50,000 (Rupees fifty thousand only) the receipt whereof the said assignor hereby acknowledges, the said assignor as beneficial owner, hereby transfers and assigns unto and to the use and for the benefit of assignee the hereinbefore\u2003recited policy of assurance, and the sum of \u20b9 ………………. (Rupees …………………) hereby assured and all the other moneys, benefits and advantages to be had, recovered or obtained under or by virtue of the said policy:<\/p>\n

                          TO HOLD the same unto and to the use of the said assignee absolutely, subject to the conditions as to payment of future premiums and otherwise to be henceforth observed in receipt of the said policy:<\/p>\n

                          \"Drafting<\/p>\n

                          AND the said assignor hereby covenants with the said assignee that he, the said assignor, shall not do, or knowingly suffer anything to be done, whereby the said policy may be rendered void or voidable or the said assignee or his heirs, executors, administrators or assigns may be prevented from receiving the said sum of \u20b9 ……………… (Rupees ……………..) or any benefit thereunder.<\/p>\n

                          IN WITNESS WHEREOF the assignor and the assignee do hereto affix their respective signatures on the day, month and the year stated above.<\/p>\n

                          Assignor
                          \nAssignee<\/p>\n

                          Witness:
                          \nWitness:<\/p>\n

                          \"Drafting<\/p>\n

                          Question 44.
                          \n\u2018X\u2019 and \u2018Y\u2019 are partners. \u2018Z\u2019 a minor son of \u2018Y was admitted to the benefits of the partnership. \u2018Y\u2019 dies and the business of the firm is carried on. During this period \u2018X\u2019 incurs losses heavily. The creditors of the firm demand losses from \u2018X\u2019 and \u2018Z\u2019. The Lawyer has advised \u2018Z\u2019 that he is liable upto 7\u2019s capital investment in such partnership firm. Advise \u2018Z\u2019. (June 2019, 4 marks)
                          \nAnswer:
                          \nA minor cannot be a partner in a firm but, with the consent of all the partners, he can be admitted to the benefits of partnership (Section 30) of the Indian Partnership Act, 1932. He is entitled to share in the profits and his share is liable for the acts of the firm, but he is not personally liable. He cannot be made liable for the losses of the firm. Within six months of attaining majority or obtaining knowledge of his admission, whichever is later, the minor may elect to become or not to become a partner in the firm.<\/p>\n

                          The advice given by the lawyer that \u2018Z\u2019s liability is only upto his capital investment in the firm is not correct. Due to the death of Y the partnership between X and Y comes to an end. Z cannot be partner of X as he is minor and is not capable of entering into contract. (Shri Ram vs. Gaurishankar, AIR 1961. Bombay 136).<\/p>\n

                          Moreover, the losses arise after the end of the partnership between X and Y. There is no liability upon Z and therefore, he is not liable for the losses.<\/p>\n

                          \"Drafting<\/p>\n

                          Drafting and Conveyancing Relating to Various Deeds and Documents-IV Notes<\/strong><\/p>\n

                          Deeds of Assignment – Assignment – Meaning<\/p>\n

                            \n
                          • An assignment is :<\/li>\n
                          • a form of transfer of any property<\/li>\n
                          • and it is commonly used to refer<\/li>\n
                          • the transfer of an actionable claim or a debt or any beneficial interest in movable property.<\/li>\n
                          • The person who transfers the property is called ‘assignor . The person to whom the property is transferred is called ‘assignee’.<\/li>\n
                          • The assignment shall be effected only by way of an instrument in writing.\n
                              \n
                            1. Assignment of Business Debt<\/li>\n
                            2. Specimen of Deed of Assignment of Business Debts<\/li>\n<\/ol>\n<\/li>\n<\/ul>\n

                              Assignment of shares in a company<\/p>\n

                                \n
                              1. A shareholder has a free right to transfer his shares to whom he chooses unless the Articles otherwise provide. The mode of transfer is provided in the Articles of Association of the company.<\/li>\n
                              2. A transfer of shares in a company shall be registered only on the basis of a proper instrument of transfer duly stamped and executed by the transferor and transferee.<\/li>\n
                              3. However, such assignment deeds are not much in practice these days due to the concept of dematerialised securities.<\/li>\n
                              4. Its specimen deed will be similar to the one made in point no. 5.2.2 with the following difference:\n
                                  \n
                                • In the recitals clause, mention the following details:\n
                                    \n
                                  • Name of company<\/li>\n
                                  • No. of shares<\/li>\n
                                  • Distinctive no. of the shares<\/li>\n<\/ul>\n<\/li>\n
                                  • There will be no Schedule of Debtors.<\/li>\n<\/ul>\n<\/li>\n<\/ol>\n

                                    \"Drafting<\/p>\n

                                    Assignment of policies of insurance
                                    \nPolicies of insurance are principally of two types (1) insuring risk to life of a person, and (2) covering various risks relating to goods. Under the former, a sum of money is secured to be paid on the death of the person whose life is insured.<\/p>\n

                                    The latter is a contract whereby an insurer undertakes to indemnify the assured, his nominees, assigns, heirs and legal representatives against the loss of and\/or damage to goods. A contract of insurance is complete when the proposal of the assured is accepted by the insurer, whether the policy of insurance is issued or not.<\/p>\n

                                    Insurable interest in the subject-matter insured is a pre-requisite of a contract of insurance and for the success of an insurance claim the assured or the claimant, as the case may be, must be interested in the subject-matter insured at the time of the loss.<\/p>\n

                                    Assignment of Patents<\/p>\n

                                      \n
                                    1. Patent is :\n
                                        \n
                                      • a right, granted by the Govt, under the Patents Act, 1970<\/li>\n
                                      • to the grantee,<\/li>\n
                                      • of exclusive privileges<\/li>\n
                                      • of making or selling<\/li>\n
                                      • a new invention or process<\/li>\n
                                      • protected under the patent<\/li>\n<\/ul>\n<\/li>\n
                                      • Thus, it gives to the Patentee the exclusive right to prevent third parties who don’t have his consent from making or selling the patented invention or process.<\/li>\n
                                      • An assignment of a patent can take place only through an agreement in writing.<\/li>\n<\/ol>\n

                                        \"Drafting<\/p>\n

                                        Assignment of Trade Marks<\/p>\n

                                          \n
                                        1. A trade mark is:\n
                                            \n
                                          • a visual symbol<\/li>\n
                                          • in the form of a word, figures, graphics<\/li>\n
                                          • applied to articles<\/li>\n
                                          • with a view<\/li>\n
                                          • to distinguish such articles from similar goods manufactured or dealt in by other persons.<\/li>\n<\/ul>\n<\/li>\n
                                          • It’s not necessary that the trade mark chosen by a trader should be the result of inventive skill or intellectual labour.<\/li>\n
                                          • The proprietor of a trade mark shall have the power to assign the trade mark.<\/li>\n<\/ol>\n

                                            Assignment of Copyrights (Copyright = Right to copy)<\/p>\n