Joey Prasad and Vinay Prasad, cousins, both in their mid-twenties, attend a seminar on entrepreneurship. The seminar's chief speaker exhorts his audience to 'follow their passion'. Joey and Vinay drink the cool aid (as the saying goes). Their passion is boxing. They decide to start a business of boxing promotion. The business of boxing promotion involves organizing and staging fights (bouts) between boxers. The promoter puts together a card - a list of a dozen or so bouts - hires a venue for an evening, and then promotes the coming event among the sports loving public. Revenue streams are ticket sales to patrons attending the event, the sale of broadcasting rights, and fees from parties who wish to be associated with the event (commonly known as corporate sponsors). Principal expenses in the business of boxing promotion are appearance fees to boxers and the prize money (the purse) for each bout. Expenses vary in line with the reputation and fight record of the contestants. The two cousins draw up a partnership agreement. Terms include the following: The partners shall be Joey Prasad and Vinay Prasad. The business of the firm shall be boxing promotion. The firm name shall be Prasad Boxing Promotions. Each partner shall make a capital contribution of $30,000. Partners shall share equally in profits and losses. Each partner shall be an active partner with shared management responsibilities. The firm commences business in January 2018. The firm leases a small office and employs a receptionist/secretary/book keeper. This is the firm's only permanent employee. Temporary workers are hired to assist on fight nights. The first year's trading is profitable. Most profit is left in the business. (The partners agree to take only a humble monthly drawings.) In consequence the firm is gradually able to increase the appearance fee and purse offered to fighters. Better cards are put together attracting bigger crowds, larger broadcast fees and larger corporate sponsorship. In short, a virtuous circle. Prasad Boxing Promotions begins to develop quite a reputation for quality and exciting boxing events. Over time the two partners take on distinct responsibilities. It is agreed Joey is to be responsible for signing boxers and putting together a card while Vinay is to be responsible for all other aspects of the business (venue logistics, advertising, broadcast rights and working with corporate sponsors). In November 2019, Joey signs Akesh Kumar (fight name 'Killer Kumar') to fight at Prasad Boxing Promotions new year's day tournament. (The tournament is held on 1/1/20.) Killer is the biggest name signed to date. Killer's manager demands a fixed appearance fee plus 5% of the gate (i.e. ticket sales). After some negotiation Joey gets Killer to agree to a fixed appearance fee plus 5% of the event's net profit. The two cousins get along well other than a distressing clash that arises in May 2019. Joey announces to Vinay that he has signed 2 mixed martial arts ('mma') fighters for the firm's next boxing event. [Mixed martial arts involves fighters using wrestling, martial arts and boxing with very few rules.] Vinay is a boxing purist who detests the mongrel sport of mixed martial arts. He goes ballistic. 'Our business is boxing promotion.' he yells at Joey. Joey is forced to contact the 2 mma fighters he had contracted to fight at the firm's next event and tell them their fight is cancelled. In February 2020, fate intervenes. Joey wins a green card in the lottery for residency in the USA. Joey who now has dreams of becoming a big time promoter tells Vinay: 'I gotta go'. What happens now to the business that the two cousins have built? Joey proposes that they sell it. Vinay, however, wishes to continue with the business. Joey proposes that Vinay buy him out. Vinay protests that he hasn't the cash to do that. Eventually a third cousin, Sanjay Prasad, agrees to replace Joey as partner. A local accounting firm values the business at $200,000. In late February, Joey flies to the USA and heads for Las Vegas. Answer the following questions (i) Killer shares in the profits of the new year's day tournament. As regards this event can it be said that the partnership is composed of Vinay and Joey and Killer? (ii) In May 2020 Vinay is sued by one of the mma fighters ('Tiger'). Tiger alleges he had a binding contract with Prasad Boxing Promotions and that Joey's cancellation of the contract was wrongful. Tiger claims damages for breach of contract. Does Tiger have a valid claim against Vinay? (iii) At a Prasad Boxing Promotions event in 2019 a patron ('Patron') was injured because of unsafe seating. Could Patron now (early September 2020) sue Joey? (iv) - Sanjay becomes the new partner. The price is $100,000. Is this sum paid to the firm or to Joey? - Suppose Patron is entitled to compensation of $20,000. As between Joey and Vinay and Sanjay, how do you suggest this liability should be dealt with