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RNR is a partnership formed on the 1st of January 2010 pursuant to the Incorporate Private Partnership Act, 1962 (Act 592) to purchase vacant lands

RNR is a partnership formed on the 1st of January 2010 pursuant to the Incorporate Private Partnership Act, 1962 (Act 592) to purchase vacant lands and to construct houses on the land for resale. The partnership comprised of the following partners and partnership contribution respectively. Gianni Versace (45%), Carolina. Herrera (25%), Franco Moschino (15%) and Tommy Hilfiger (15%). The relevant portions of the Partnership Agreement provided as follows:

Paragraph 9.... "The partners shall be entitled to share in the capital and profits of the firm in accordance to their percentage contribution in the firm and shall contribute towards the losses sustained by the firm in accordance to their percentage contribution"

Paragraph 10 ... "No partner or partners shall have the authority to transfer, sell or assign or in any way dispose of the partnership realty and/or personality and shall not have the authority to sell, transfer, assignhis shares in the firms, nor enter into any agreement as a result of which any person shall become interested with him in the firm, unless the same is agreed to in writing by a majority of the partners as determined by the percentage of ownership....except for members of his immediate family who have attained majority in which case no such consent shall be required"

Paragraph 11... "In no event, without the consent of all partners, shall a partner with a contribution less than 20% spend, borrow and encumber partnership funds in excess of Ten Thousand Ghana Cedi's (10,000GHS) unless with the prior written consent of all the partners

Paragraph 12 ... "No partner with less than 20% contribution in the partnership shall not incur debts, liabilities or any other financial obligations exceeding of Ten Thousand Ghana Cedi's (10,000GHS) unless with the prior written consent of all the partners"

Paragraph 13 ... "In all other respects, except otherwise provide in this agreement, the provisions of section 35 of the Incorporated Private Partnerships Act, 1962, (Act 152) shall apply to the partnership.'"

In December of 2012, Gianni Versace assigned 20% of his shares in the partnership to his adult child, Donatella Versace. The existing partners were informed about the assignment. After the assignment, Gianni Versace requested that the partnership agreement be amended to include Donatella Versace as a partner as a result of the assignment. The existing partners refused taking the position that the partnership agreement did not permit the introduction of a new partner without the consent of all the existing partners. Gianni Versace intends to commence legal action seeking a declaration that he has an absolute right to assign his interest without the consent of the existing partners and a further declaration that Donatella Versace is a partner of RNR. Advice Gianni Versace.

In January 2015, Tommy Hilfiger on behalf of RNR entered into a construction loan agreement in the amount of 150,000GHS with ABSA Bank. The Bank disbursed the amount by transfer into RNR's account on February 10th, 2019. No partner of RNR objected to the disbursed loan amount. RNR used the loan to complete one of its houses for sale. RNR defaulted under the terms of the loan agreement by failing to make payments due in March 2016 and all monthly payments due thereafter. The bank has written letter demanding the repayment of the loan amount and interest accruing thereon failing which they will commence legal action. Advice RNR.

On the 1st of June 2017, Gianni Versace, Carolina. Herrera and Franco Moschino travelled to Syria to meet some business partners who had declared an interest in investing in the real estate business in Ghana. While in Syria, they visited the Norias of Hama, a tourist attraction site in the city of Hama where they were caught up a crossfire in which all of them died. Tommy Hilfiger, the only surviving partner been managing the affairs of the partnership since the demise of the three (3) partners. He is worried whether the death of the three (3) partners will affect the existence of the RNR. He consults you on the 30th of November 2017. Advice Tommy Hilfiger.

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