I have been appointed as partnership secretary in the firm of Jones, James & Pitt, Chartered Accountants. The partnership articles appear on pp 139-43. The following problems emerge over a number of partners' meetings:

1. 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 ccountants, 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.
2. 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.
3. Scroggs Ltd have written to the firm saying that unless the debt is paid they will petition the court to wind up the firm.

• need to create a memorandum for the next partners' meeting outlining the legal position of the firm in the three cases described above.
• need the 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. as part of your answer a letter to Scroggs Ltd to deal with whatever you think the legal position to 2nd and 3rd points.