Question 3 10 marks Three friends, X Y and Z decide to form a partnership to carry on a business trading in used cars. X has experience working as a manager and salesman. Y is a skilled motor mechanic. Z is wealthy. The general idea is that Z will be a sleeping partner whose only role is to supply capital for the business. X will be responsible for sales and day to day management of the firm's business. Y will be responsible for purchases of cars and repair work.

The firm has a written partnership agreement that contains the above information and further provides;

• the firm will carry on business using the name XYZ Motors

• profits and losses shall be shared equally

• X and Y shall give their full time and attention to the business

• Continuing partners shall be entitled to buy-out any partner wishing to retire at an agreed price or failing agreement on price at a figure determined by an independent valuer

After the firm has been in operation for several months Z is served with writs for three legal actions.

1. Customer sues Z as a partner in the firm XYZ Motors claiming compensation for loss suffered in consequence of relying on false statements made by X when selling a car to Customer.
2. Dealer sues Z as a partner in the firm XYZ Motors claiming payment for two used cars purchased by X on behalf of the firm.
3. Buyer sues Z as a partner in the firm XYZ Motors claiming return of a 'refundable deposit' paid to X on behalf of the firm when Buyer was considering purchasing a used car from the firm.

Inquiries by Z establish that allegations made in the three claims are all true. Z also discovers that X had obtained refundable deposits from a number of prospective buyers and all the deposit money has been used by X in romancing his girlfriend.

Advise Z whether the claims made against him personally are likely to be successful.