Dear All, Can you please help me in asnwering the following questions: Joe is a solicitor employed by Bloggs & Co. There are two partners, Harry and Ian. Ian is intending to retire and it has been decided that Joe should replace Ian as a partner, with Harry carrying on as a partner. What steps each should take to protect himself as a result of the changeover.

The second question is: Cliff has been asked by his friends, Don and Eric, to help them set up an antiques business. Don and Eric want Cliff to lend them 5,000 and they say they will give Cliff one-third of the profits instead of interest on the loan. What are the dangers to Cliff in such an arrangement and how can he overcome them?

also, Fred is a new partner in Gee & Co, a firm of interior designers. In discussion at a recent meeting of the partners Fred was told that the office building at which the firm is based is not partnership property. (a) what is meant by the expression 'partnership property'; (b) what effect it will have on him if the office building is not partnership property; (c) how it can be that an asset which is used in the firm's business is not in fact partnership property.

Tom, Dick and Harry are partners in an unlimited partnership called We Restore. In the course of the partnership business, Harry undertook to restore a valuable painting for a customer. Harry carried out the work negligently and the painting is irreparably damaged. The customer proposes to sue both for tort and for breach of contract. What is the potential liability of We Restore, and Tom, Dick and Harry on the basis that: (a) the firm is an unlimited partnership; and (b) the firm is an LLP.

If for example I have been appointed as partnership secretary in the firm of Jones, James & Pitt, Chartered Accountants. The following problems emerge over a number of partners' meetings:(a) John Jones soon became unhappy about his future prospects. He retired from the firm last month and has taken a partnership with Snooks & Co, Chartered Accountants, whose office is two doors away from the offices of Jones, James & Pitt. Jane James and William Pitt, the remaining partners, are anxious to stop John from competing with them. (b) Before he left, John Jones contracted to buy a microcomputer system for the practice from Scroggs Ltd, although at an earlier partners' meeting it was decided that the purchase should be deferred for one year. The system cost 5,000. Jane and William have so far refused to take delivery of the system or pay for it.(c) Scroggs Ltd have written to the firm saying that unless the debt is paid they will petition the court to wind up the firm.

Knowing this I need to write a memorandum for the next partners' meeting outlining the legal position of the firm in the three cases described above.

(ii) If you think there is a claim under (a) above, draft as part of your answer a letter to the firm's solicitors, Weeks & Co, for the signature of the partners, stating what has happened and describing the relevant provisions of the partnership articles.(iii) Draft as part of your answer a letter to Scroggs Ltd to deal with whatever you think the legal position is under (b) and (c) above.

I'll be very happy if you can help me with this question.