A One who has dealt with a church as a corporate entity and has participated in church affairs for a period of years is estopped from questioning the validity of the church’s incorporation. Ofa v. Tongan Wesleyan Church, 8 A.S.R.2d 110.

Validity of a de jure or de facto corporation may not be collaterally attacked in a proceeding brought to determine title to property held by the corporation. Ofa v. Tongan Wesleyan Church, 8 A.S.R.2d 110.

One company’s domestic certificate of incorporation does not establish an identity between it and another company holding a separate, local certificate of incorporation. American Samoa Gov’t v. Amerika Samoa Bank, 4 A.S.R.3d 249 (Trial Div. 2000).

In the absence of an authorizing statute, the general rule at common law is that an unincorporated association is not a legal entity capable of holding or acquiring property. Alailima-Utu v. Tufele, 22 A.S.R.2d 34.

Where circumstances indicated that parties shared a personal and business relationship, managerial authority, and some ownership over business entity, but entity had failed to properly operate as a corporation, court could treat entity as a partnership. CSS, Inc. v. Poasa, 5 A.S.R.3d 140 (Trial Div. 2001).

§ 1(2) —Distinct Corporate Name

A.S.C.A. § 30.0104(a) requires that a corporation’s name be such as to distinguish it upon the records of the territorial registrar from the name of any other corporation. American Samoa Rugby Football Ass’n v. Godinet, 7 A.S.R.3d 161 (Trial Div. 2003).

A.S.C.A. § 30.0104(a) prevents a corporation from using a name similar to another corporation’s name where the public is likely to be deceived by the similarity. American Samoa Rugby Football Ass’n v. Godinet, 7 A.S.R.3d 161 (Trial Div. 2003).

Where corporation had registered and used literal, Samoan translation of other corporation’s name, as its name, injunctive relief was appropriate. American Samoa Rugby Football Ass’n v. Godinet, 7 A.S.R.3d 161 (Trial Div. 2003).

§ 1(3) —Who May Incorporate

RESERVED

§ 1(4) —Fees Required for Incorporation

RESERVED

§ 1(5) —Organizational Meeting

Under the statutory requirements set forth in Title 30 of the American Samoa Code, corporate entities must conduct an organizational meeting of incorporators, adopt bylaws, and issue stock certificates. CSS, Inc. v. Poasa, 5 A.S.R.3d 140 (Trial Div. 2001).

Corporations are required to prepare guidelines fixing the number of directors and the manner of their election. CSS, Inc. v. Poasa, 5 A.S.R.3d 140 (Trial Div. 2001).

Corporations are required to maintain a stock book containing the names of all persons who are stockholders of the corporation, their interests, the amount paid on their shares and all transfers thereof. CSS, Inc. v. Poasa, 5 A.S.R.3d 140 (Trial Div. 2001).

Where purported corporation had failed to conduct organizational meeting of incorporators, adopt bylaws, issue stock certificates, prepare guidelines for electing directors, and maintain accounting books or stock book, court held such business entity was not a corporation. CSS, Inc. v. Poasa, 5 A.S.R.3d 140 (Trial Div. 2001).

§2 Preincorporation Transactions

Trial court did not err in holding party personally liable for rental payments when that party had personally engaged in negotiations for the rental and had not formed a corporation until about the time he took possession of the property, and where all transactions were so informal that it was not clear property owner intended to deal with a corporation rather than an individual. Filioali’i v. Adams, 3 A.S.R.2d 105.

Where a corporation with outstanding debts and claims against it dissolves and reincorporates, equity will hold all assets traceable to the original corporation liable to discharge the debts and claims. Kneubuhl Maritime Services Corp. v. Adams, 8 A.S.R.2d 20.

§ 3 Limited Liability & the Corporate Entity

§ 3(1) —Generally

The appropriate remedy for a lack of financial support from an estranged spouse is a lawsuit against him at common law, not a self‑help resort to the assets of his corporation. Transpac Corp. v. Drabble, 25 A.S.R.2d 66.

A fundamental reason for forming a corporation is to shield stockholders, officers, and directors from personal liability for business debts. The corporate veil will not be pierced to attach liability to such individuals unless the corporation is being used as a shield for crime, fraud, or other practices inconsistent with the purposes of corporations. Joseph D. Seagram & Sons, Inc. v. Comm. Credit Corp. of American Samoa, 29 A.S.R.2d 121.

A corporation is a legal fiction which exists as a separate entity from its shareholders and exempts the shareholders’ property from corporate debts. American Samoa Gov’t v. Amerika Samoa Bank, 7 A.S.R.3d 92 (Trial Div. 2003).

§ 3(2) —Piercing the Corporate Veil

Minority shareholder became personally liable for a corporate debt where he made a written promise to pay a past due balance owed by the corporation and the writing did not indicate that the obligation was other than personal. Kneubuhl Maritime Services Corp. v. Adams, 8 A.S.R.2d 20.

Shareholders’ immunity for corporate debts is absolute unless circumstances justify disregarding the corporate entity to prevent abuse of corporate privileges by an individual or another corporation having domination or control; in such cases, the issue is whether limiting corporate privileges will accomplish justice and defeat fraud or other unfairness in a court’s resolution of the issues before it. A.S.C.A. § 30.0114(6). Amerika Samoa Bank v. Adams, 22 A.S.R.2d 38.

The court found that a corporation was the alter ego of an individual and its assets subject to garnishment when the totality of the circumstances showed that this individual dominated and controlled the corporation and was its real owner. A.S.C.A. § 43.1811(a). Amerika Samoa Bank v. Adams, 22 A.S.R.2d 38.

The equitable alter ego doctrine is applicable in admiralty but will only disregard a corporate entity upon a proper factual showing. Interocean Ships, Inc. v. Samoan Gases, 24 A.S.R.2d 145.

Court would allow assets of corporation to be garnished to satisfy judgment owed by ex-husband to ex-wife under divorce decree, where (1) business had been jointly owned and managed by husband and wife, (2) husband had formed a corporation in which he and another person owned all the shares and had secured wife’s agreement to transfer the business to the corporation a few months before husband filed for divorce, (3) evidence suggested that corporation now owned assets formerly belonging to husband and wife, and (4) the amount garnished was less than the amount of payments long overdue on a property settlement which had been ordered by the court to compensate wife for her interest in the business now owned by the corporation. Dellumo v. Dellumo, 4 A.S.R.2d 48.

For purposes of particular issues, an individual may so dominate a corporation that the individuality of the person and corporation cease to exist, and recognition of their separate existence would promote the person’s unjust evasion of contractual obligations. Jiang v. Daewoosa Samoa, Ltd., 6 A.S.R.3d 91 (Trial Div. 2002).

Although a corporate officer or owner is normally not subject to personal liability for the acts of the corporation, the corporate shroud of protection from liability may be pierced, and the corporate officer or owner held personally liable for the conduct of the corporation, if the corporation is nothing more than his alter ego. Jiang v. Daewoosa Samoa, Ltd., 6 A.S.R.3d 138 (Trial Div. 2002).

A party is an alter ego of a corporation when there is such a unity of interest and ownership that the individuality, or separateness, of said person and corporation has ceased and the facts are such that an adherence to the fiction of the separate existence of the corporation would, under the particular circumstances, sanction a fraud or promote injustice. Jiang v. Daewoosa Samoa, Ltd., 6 A.S.R.3d 138 (Trial Div. 2002).

The alter ego doctrine treats the corporation and the dominating person as one person, so that any act committed by one is attributed to both, and if either is bound, by contract, judgment, or otherwise, both are equally bound. Jiang v. Daewoosa Samoa, Ltd., 6 A.S.R.3d 138 (Trial Div. 2002).

Where defendant was the sole real shareholder and owner of corporation during the majority of the time at issue, did not adhere to corporate formalities, siphoned off corporate funds for his own use, and left corporate bank accounts barren of funds, court rightly determined that alter ego doctrine applied. Jiang v. Daewoosa Samoa, Ltd., 6 A.S.R.3d 138 (Trial Div. 2002).

Shareholders are normally exempt from liability for the corporation’s debts, but the exemption will be abrogated if there are circumstances justifying disregard of the corporate entity, in order to prevent abuse of corporate privileges, either by one or more individuals or by another corporation. American Samoa Gov’t v. Amerika Samoa Bank, 7 A.S.R.3d 92 (Trial Div. 2003).

Piercing the corporate veil is justified when: (1) the corporation is not only influenced and governed by the shareholder, but there is such a unity of interest and ownership that the individuality, or separateness, of said person and corporation has ceased; and (2) the facts are such that an adherence to the fiction of the separate existence of the corporation would, under the particular circumstances, sanction a fraud or promote injustice. American Samoa Gov’t v. Amerika Samoa Bank, 7 A.S.R.3d 92 (Trial Div. 2003).

Where defendant was the dominant, if not the only, stockholder of corporation, where there was no evidence of a corporate structure or of adequate corporate records and minutes, and where defendant admitted to paying off corporation’s debt with his own personal funds, Court found that there was sufficient unity of interest and ownership to satisfy first prong of test for piercing corporate veil. American Samoa Gov’t v. Amerika Samoa Bank, 7 A.S.R.3d 92 (Trial Div. 2003).

The inequity necessary to justify piercing the corporate veil must flow from the misuse of the corporate form. American Samoa Gov’t v. Amerika Samoa Bank, 7 A.S.R.3d 92 (Trial Div. 2003).

Where corporation was not authorized to transact insurance business as an insurer, having obtained certificate of insurance through misrepresentations, but shareholder nevertheless attempted to hold corporation out as a legitimate insurer in the Territory so that he might personally gain from corporation’s collection of deposit, court concluded that injustice would result if corporate veil were not pierced. American Samoa Gov’t v. Amerika Samoa Bank, 7 A.S.R.3d 92 (Trial Div. 2003).

A claim based on the alter ego theory is not in itself a claim for substantive relief. Haleck v. Agaoleatu, 7 A.S.R.3d 203 (Trial Div. 2003).

An alter ego claim in a complaint is sufficient notice under T.C.R.C.P. 8(a) that a plaintiff seeks to hold the defendant individually liable for certain actions. Haleck v. Agaoleatu, 7 A.S.R.3d 203 (Trial Div. 2003).

§ 4 Corporate Financial Structure

§ 4(1) —Generally

RESERVED

§ 4(2) —Books and Accounts

RESERVED

§ 4(3) —Shares

When an offer for bids to purchase stock shares owned by territorial government is extensively publicized, sale price was substantially higher than book value of shares, and evidence of poor financial performance of corporation suggests that shares might not be worth even their book value, the best evidence of the value of the shares is what they actually brought on the market. Fa’atiliga v. Lutali, 3 A.S.R.2d 139.

Title ownership of shares of stock is prima facie evidence of true ownership. Johnson v. Coulter, 30 A.S.R.2d 130.

§ 4(4) —Dividends

RESERVED

§ 5 Corporate Management Structure

§ 5(1) —Generally

In the absence of a provision in the constitution or bylaws of an unincorporated association giving its members a severable interest in the association’s assets, the general rule is that a withdrawing member loses title to associational property, which stays with the members remaining in the association. Alailima-Utu v. Tufele, 22 A.S.R.2d 34.

§ 5(2) —Incorporators

RESERVED

§ 5(3) —Shareholders

Fundamental incident of corporate ownership is right of shareholders to inspect books and records of corporation whose stock they hold. Haleck v. TRT, Inc., 6 A.S.R.3d 226 (Trial Div. 2002).

In derivative action to inspect books and records of corporation, to withstand motion to dismiss for failure to state cause of action, plaintiffs need only plead that they are stockholders, they made demands to examine records, they have proper purpose, and their demands were refused. Haleck v. TRT, Inc., 6 A.S.R.3d 226 (Trial Div. 2002).

§ 5(4) —Officer & Directors

Corporate directors claiming economic loss are not entitled to a stay of an injunction pending appeal when they lack standing because they are not parties to the lawsuit against the corporation and when their individual economic interests are not coincidental with or necessarily those of the corporation; in any event, prospective monetary loss as a result of an injunction is insufficient to suspend an injunction. A.S.C.A. § 43.0803; T.C.R.C.P. 62(c); A.C.R. 8. Lutali v. Foster, 24 A.S.R.2d 81.

§ 5(5) —Duties of Management

Corporate management had a fiduciary duty to minority shareholders that precluded forgiveness of debts to corporation owed by associates of majority shareholder without some valid business purpose. Fa’atiliga v. Lutali, 3 A.S.R.2d 139.

Acts of self-dealing by corporate managers that are clearly detrimental to the corporation constitute a breach of fiduciary duty to the corporation. Haythornwaite v. Transpac Corp., 6 A.S.R.2d 110.

Where officials of organization provided an accounting with respect to disposition of the organization’s property, minor discrepancies would not justify the expense of an accounting, but some such discrepancies reflected unlawful transactions for which officials were bound to make restitution. Tele`a v. Savea, 11 A.S.R.2d 110.

A corporate board of directors has a fiduciary duty to the corporation and its shareholders, and an attempt by a board to insulate itself from accountability to the shareholders is inconsistent with this duty. Lutali v. Foster, 24 A.S.R.2d 39.

§ 5(6) —Business Judgment Rule

Court should not interfere with business judgment of the management of a corporation on matters such as giving directors one free weekend a month at hotel owned by corporation, employing officer of corporation that had purchased an option to become majority shareholder, and letting him examine corporate books. Fa’atiliga v. Lutali, 3 A.S.R.2d 139.

§ 5(7) —Management Compensation

RESERVED

§ 5(8) —Shareholders Meetings

Since trustees must jointly exercise all powers calling for discretion and judgment, if trustees of a trust whose corpus includes corporate stock call a shareholders’ meeting without a co-trustee, the meeting is unauthorized, and its proceedings are of no effect. Beaver v. Craven, 19 A.S.R.2d 14.

A special board meeting held without due notice to all the directors as required by the corporation’s bylaws, and in the absence of those directors without notice, is unlawful, and all acts done at such a meeting are void, absent ratification or estoppel. Beaver v. Craven, 19 A.S.R.2d 14.

§ 5(9) —Board Meetings

RESERVED

§ 5(10) —Election/Voting Procedures

Territorial statute providing that shareholder may either cast all his votes for one candidate for corporate office or divide his votes among as many candidates as there are positions did not leave corporate management free to choose which of these two methods would be followed; rather, it required that each shareholder be given the option of choosing how to cast his votes. A.S.C.A. § 30.0142. Fa’atiliga v. Lutali, 4 A.S.R.2d 1.

Where notice of corporate election was in the newspaper rather than by mail or personal delivery as required in the corporate by-laws, but where there was no testimony that any shareholder had not in fact received notice of the meeting, the alternative method of notice was not shown to have interfered with the shareholders’ right to vote. Fa’atiliga v. Lutali, 4 A.S.R.2d 1.

A statutory provision that corporate directors be elected at the annual meeting does not preclude the shareholders from removing members of the board of directors and holding a special election to elect replacement directors. A.S.C.A. § 30.0141(a). Lutali v. Foster, 24 A.S.R.2d 39.

§ 5(11) —Dissenters & Their Rights

RESERVED

§ 5(12) —Corporate Counsel

Under A.S.C.A. §31.0104, it is a misdemeanor for an unlicensed or unauthorized person to practice law, and while a party may represent himself as a plaintiff in a lawsuit, he may not represent other plaintiffs; a corporation almost always must be represented by counsel. Mulitauaopele v. American Samoa Gov’t and Tax Office, 4 A.S.R.3d 86 (Trial Div. 2000).

§ 6 Types of Corporations

§ 6(1) —Generally

§ 6(2) —Closely Held Corporation

RESERVED

§ 6(3) —Public Corporation

A public corporation is an instrumentality of the state, founded and owned in the public interest, supported by public funds and governed by those deriving their authority from the state. Safety Systems of Haw. v. Pili, 30 A.S.R.2d 35.

Public corporations are not subject to the garnishment process in the absence of statutory provisions making them liable thereto. Safety Systems of Haw. v. Pili, 30 A.S.R.2d 35.

DBAS is a public body or agency exempt from garnishment without the prior approval of the Governor. A.S.C.A. § 48.1803(b). Safety Systems of Haw. v. Pili, 30 A.S.R.2d 35.

§ 6(4) —Foreign Corporations

RESERVED

§ 6(5) —Eleemosynary Corporations

RESERVED

§ 6(6) —Cooperative Corporations

RESERVED

§ 7 Corporate Powers & Prohibitions

§ 7(1) —General Provisions

RESERVED

§ 7(2) —Powers

RESERVED

§ 7(3) —Transfers of Land

RESERVED

§ 7(4) —Prohibitions

RESERVED

§ 8 The Corporation and Litigation

§ 8(1) —Generally

RESERVED

§ 8(2) —Shareholder Suits

Court would not grant motion to dismiss territorial government as defendant in shareholders’ derivative suit on the ground of sovereign immunity where government had created bank, made loans, executed mortgages, acquired stock in corporation, assumed management of the corporation, voted in corporate elections, and undertaken to sell the bank’s majority interest in the corporation, since such actions might have given rise to an implicit agreement to be held responsible for breach of obligations thus undertaken. Fa’atiliga v. Lutali, 3 A.S.R.2d 139.

In stockholders’ derivative suit, where there was no evidence tending to prove diminution in value of minority stockholders’ shares, minority stockholders could not complain that majority stockholder accepted too low a price for its shares. Fa’atiliga v. Lutali, 3 A.S.R.2d 139.

Minority shareholders are entitled to judicial relief against corporate managers or majority shareholders only upon proof that managers or majority shareholders have breached a fiduciary duty to the corporation; that the Court believes the business judgment of the managers or the majority to have been unsound is not a sufficient ground for relief. Haythornwaite v. Transpac Corp., 6 A.S.R.2d 110.

Even when minority shareholder has proved that she will probably prevail at trial on at least some charges of impermissible self-dealing by corporate management, she is not entitled to a preliminary injunction unless she also proves that she or the corporation will be irreparably injured if no interim relief is granted pending trial on the merits. Haythornwaite v. Transpac Corp., 6 A.S.R.2d 110.

Court denied a motion to dismiss for failure to state a claim which relied on plaintiff’s failure to specially plead the elements needed for a shareholder’s derivative action, since the pleaded causes of action were personal, not derivative, and plaintiff was seeking redress for herself from the corporation rather than suing on its behalf. T.C.R.C.P. §§ 12(b)(6), 23.1. Beaver v. Craven, 17 A.S.R.2d 6.

The High Court possesses the statutory authority to issue an injunction if it deems money damages to be an inadequate remedy; as such, it may order a special shareholders’ meeting if a board of directors, though lacking any discretion in the matter, fails to call a meeting. A.S.C.A. § 43.1302. Lutali v. Foster, 24 A.S.R.2d 39.

Shareholder derivative actions are governed by T.C.R.C.P. 8-12 and T.C.R.C.P. 23.1. Rule 23.1 requires that complaint be verified and allege (1) that plaintiffs were shareholders at time of transactions about which they complain; (2) that action is not collusive one to confer jurisdiction on court of American Samoa; (3) efforts made to obtain relief requested from directors of corporation and, if necessary, from shareholders; and (4) reasons for failure to obtain such relief or for not making the effort. Haleck v. TRT, Inc., 6 A.S.R.3d 226 (Trial Div. 2002).

Derivative actions are actions brought by shareholders on behalf of the corporation where the corporation, although named a defendant, is essentially the real party in interest and the stockholder is best described as the nominal plaintiff. Haleck v. TRT,Inc., 7 A.S.R.3d 133 (Trial Div. 2003).

A suit brought which objects to the use of corporate funds to pay for the defense of individual defendants whose conduct is allegedly contrary to the best interests of the corporation is credible and will not be classified as a tactical motion brought solely to harass. Haleck v. TRT,Inc., 7 A.S.R.3d 133 (Trial Div. 2003).

§ 8(3) —Third Party Suits

Since corporation unrepresented by counsel was presumed to be a relatively sophisticated litigant, court would sign “stipulated judgment” agreed to by the corporation as long as its officers understood that the stipulated judgment was substantially greater than would be taken against the corporation if it simply did not appear. Wattie Exports Limited v. Pacific Industries, Inc., 6 A.S.R.2d 30.

Where defendant returned goods to one corporation owned by plaintiff, rather than to another similarly named corporation also owned by plaintiff with which defendant had a contract, and where both parties in their dealings with each other had shown only so much respect for corporate formality as suited their convenience, defendant was not liable to the second corporation for the goods he had returned to the first. Chang v. Fuiava, 13 A.S.R.2d 1.

§ 9 Organic Changes: Amendments, Mergers, and Dissolution

§ 9(1) —General Provisions

RESERVED

§ 9(2) —Amending Formative Documents

RESERVED

§ 9(3) —Mergers

In the case of a corporate merger, one of the combining corporations continues in existence and absorbs the other. The merged corporation is dissolved or ceases to exist. Interocean Ships, Inc. v. Samoa Gases, 29 A.S.R.2d 198.

Under the common law, when a corporation ceases to exist, it ceases to have any capacity to sue or be sued. Interocean Ships, Inc. v. Samoa Gases, 29 A.S.R.2d 198.

The common-law rule recognized that a chose in action to enforce a property right upon merger vests in the successor corporation and no right of action remains in the merging corporation. Interocean Ships, Inc. v. Samoa Gases, 29 A.S.R.2d 198.

§ 9(4) —Dissolution of the Corporation

Corporation may not use dissolution as a method to avoid creditors. Kneubuhl Maritime Services Corp. v. Adams, 8 A.S.R.2d 20.

A dissolved corporation ceases to exist as a legal entity, and therefore, has no capacity to be sued. Pacific Endeavors, Ltd. v. Nam’s Island Grocery, Inc., 29 A.S.R.2d 213.

The corporate existence of a federal credit union continues for a period of three years from the date of such cancellation of its charter, during which period the liquidating agent, or his duly appointed successor, or such persons as its board shall designate, may act on behalf of a federal credit union for the purpose of collecting and distributing its assets, and it may sue and be sued in its corporate name. 12 U.S.C. § 1766(b)(5). American Samoa Gov’t Employees Federal Credit Union v. Mailo, 29 A.S.R.2d 163.

§ 10 Partnerships

§ 10(1) —General Provisions

The court will not enforce claimed partnership gains derived while the parties were in violation of the American Samoa licensing Act. A.S.C.A. §§ 27.0201 et seq. Papali`i v. Pen, 18 A.S.R.2d 82.

An agreement to violate or inhibit licensing laws is clearly illegal and contrary to public policy. A.S.C.A. §§ 27.0201 et seq. Papali`i v. Pen, 18 A.S.R.2d 82.

An owner of a sole proprietorship is liable for its debts, including debts that were incurred because moneys were advanced on an unfulfilled contract and were never returned. Wing Hop Lee, Ltd. v. Soo, 30 A.S.R.2d 76.

A partner is jointly and severally liable for partnership debts. Wing Hop Lee, Ltd. v. Soo, 30 A.S.R.2d 76.

When a business license is registered in a resident’s name to avoid the more restrictive licensing requirements placed on nonresidents, the resident does not escape liability for the debts of the business by claiming that he or she was merely “fronting” for another person who runs the business. Wing Hop Lee, Ltd. v. Soo, 30 A.S.R.2d 76.

A partnership is an association of two or more persons to carry on, as co-owners, a business for profit. CSS, Inc. v. Poasa, 5 A.S.R.3d 140 (Trial Div. 2001).

A partnership is a voluntary contract between two or more competent persons to place their money, effects, labor, and skill, or some or all of them, in lawful commerce or business, with the understanding that there shall be a proportional sharing of the profits and losses between them, and which is not organized as a corporation. Hong v. Chung Yong # 21, 5 A.S.R.3d 197 (Trial Div. 2001).

§ 10(2) —Formation

When there is no written partnership agreement between the parties the court may look to circumstantial evidence offered by each party to back his oral claim of the presence or absence of a partnership. Johnson v. Coulter, 28 A.S.R.2d 218.

A partnership agreement may be implied from conduct of parties and circumstances. Hong v. Chung Yong # 21, 5 A.S.R.3d 197 (Trial Div. 2001).

One of the fundamental tests to determine the existence of a partnership is whether there exists a community of interest among the parties for business purposes. Hong v. Chung Yong # 21, 5 A.S.R.3d 197 (Trial Div. 2001).

§ 10(3) —Service on a Partnership

Service is made upon a partnership or other unincorporated association by delivering a copy of the summons and complaint to an officer, a managing or general agent, or to any other agent authorized by appointment or law to receive service, pursuant to T.C.R.C.P. Rule 4(d)(3). As such a partnership may be served by serving a person with substantial authority and responsibility over its activities. Pago Petroleum Products, Inc., v. Ye Ahn Moolsoan, Ltd., 25 A.S.R.2d 14.

Service on a representative of a partnership is valid only with respect to the partnership, and does not confer jurisdiction over a partner individually. Jurisdiction over each partner must be acquired by service on a person or entity representing the partner for process purposes. Pago Petroleum Products, Inc., v. Ye Ahn Moolsoan, Ltd., 25 A.S.R.2d 14.

§ 10(4) —Dissolution of Partnership

Partnership may be dissolved by mutual consent prior to time set in partnership agreement and scuh consent may be implied. Partners may modify terms of dissolution set forth in partnership agreements but such modification agreement must be complete as to all its material terms. Rose v. Hall, 1 A.S.R.2d 17 (Trial Div. 1980).

Where partners mutually agree to dissolve their partnership and to transfer their interests to one or both of them in return for assumption of certain partnership liabilities, the mutual promises of the partners constitute the consideration for the agreement. CSS, Inc. v. Poasa, 5 A.S.R.3d 140 (Trial Div. 2001).

A partnership dissolution agreement is valid where it is the product of free and voluntary action on the part of all the partners, after a meeting of the minds, and where the agreement has the effect of settling accounts between the partners themselves. CSS, Inc. v. Poasa, 5 A.S.R.3d 140 (Trial Div. 2001).

Where partnership dissolution agreement divided equipment, assets, claims, and obligations of the company between the parties, designated how the office was to be divided, and occurred after twenty days of discussion, and at least four hours of direct negotiation and consideration of its terms, said agreement contained adequate consideration and was binding upon the parties. CSS, Inc. v. Poasa, 5 A.S.R.3d 140 (Trial Div. 2001).

Injunctive relief was proper where, despite having executed agreement to dissociate himself from company, party continued to act on behalf of company and interfere with its activities. CSS, Inc. v. Poasa, 5 A.S.R.3d 140 (Trial Div. 2001).

Where written agreement to end business relationship and divide a company was the only evidence of parties’ intents regarding allocation of the entire range of assets, liabilities, service work and resources in the company, specific performance of the agreement was proper. CSS, Inc. v. Poasa, 5 A.S.R.3d 140 (Trial Div. 2001).

§ 10(5) —Liability for Partnership Debts

Third party doing business with partnership may hold partnership liable as legal entity for debts created in reliance on such partnership, and in such circumstances, each member of partnership is generally personally, or severally, liable for the partnership’s debts. Hong v. Chung Yong # 21, 5 A.S.R.3d 197 (Trial Div. 2001).

General partners are jointly and severally liable for any judgment debt of the partnership. Hong v. Chung Yong # 21, 5 A.S.R.3d 197 (Trial Div. 2001).

Where corporation was determined to be partner in association, Court properly concluded that it was jointly liable for judgment against association, and vessel owned by it could rightfully be seized to satisfy partnership debt. Hong v. Chung Yong # 21, 5 A.S.R.3d 197 (Trial Div. 2001).

CORPORATION AND PARTNERSHIP

CORPORATION AND PARTNERSHIP

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