ABSTRACT
This chapter examines some basic aspects of the formation of partnerships, including the content of the partnership agreement and the terms of the partnership. It looks at the nature of interests in a partnership and tackle questions about the assignment of partnership interests. The partnership agreement is of central importance in determining the rights and obligations of partners and the general basis for the operation of the partnership. There is no legal requirement that a partnership be in writing. Partnership agreements, like insurance policies, are commercial documents. They should thus be given a businesslike interpretation. According to McCann v Switzerland Insurance Australia Ltd, 'interpreting a commercial document requires attention to the language used by the parties, the commercial circumstances which the document addresses, and the objects which it is intended to secure'. In this context, exclusion clauses will be given effect as regards liability which is clearly within the ambit of the words used.
