The partnership structure is the most common business arrangement for professionals such as engineers, accountants, solicitors etc and is one of the most popular forms of business in Ireland. If two or more people are engaged in any form of business without incorporating, they are in partnership.
Mr Twomey points out that partnership law has received scant attention to date and says this is in stark contrast to the situation in our nearest neighbours, who have benefited from a number of treatises over the past 100 years. This has led to the situation whereby English precedents are pleaded in Irish courts because of the dearth of Irish research. It has also meant the Irish courts sometimes accepting without argument statements in English textbooks as representing the legal position in Ireland.
Mr Twomey aims to fill this gap and he has approached the task by examining the decisions of the Irish courts and partnership legislation from the 18th century up to the present day. As he says, only by knowing definitively the state of partnership law in Ireland may one critically examine it.
And this is certainly what Mr Twomey does. Partnership Law weighs in at more than 900 pages and, from this layman's perspective, seems to cover all the bases. It carries an impressive array of cases, an exhaustive table of statutes and thorough appendices. The author has the imprimatur of the former Supreme Court chief justice, Mr Tom Finlay, who reviewed the entire work, as the final seal of approval.
Mr Twomey places the partnership arrangement in context and dates it back to the societas of ancient Rome. The societas was a contract whereby two or more persons agreed to combine property of labour in a common stock for the sake of sharing the gain. The Byzantine emperor Justinian instructed his lawyers to codify the law that applied to the societas and they published the Institutes.
One of the seminal cases from the English codification of commercial law was that of the formation of a banking partnership between Henry Hayden and Bartholemew Rivers in Waterford in 1777. It remains important to this day in the context of the distribution of a partner's estate on his bankruptcy.
By the middle of the 19th century, partnerships were used for all types of business enterprise in Ireland, ranging from the building of railway lines between Enfield, Co Meath, and Edenderry, Co Offaly, to the Beamish and Crawford brewing partnership in Cork.
In reality, until the passing of the Joint Stock Companies Acts of 1844 and 1856, partnerships were the only vehicle in which two or more people could pool their resources to pursue a common business goal.
Mr Twomey points out that the strong links that exist today between partnerships and limited liability companies stem from the fact that modern company law has its roots in partnership law. As the needs of business evolved during the past century, the legal structures developed and changed but they remained founded on the principles of partnership. However, despite the huge growth in the number of limited liability companies, partnership remains a popular vehicle for doing business. It is the residual form of association when two or more people go into business together. In addition, certain professions are constrained by how they do business; thus two or more solicitors, dentists, veterinary surgeons, doctors and accountants are invariably in a partnership.
Partnerships are attractive because they are tax transparent and tax efficient. Partners may withdraw their capital without any restrictions and the arrangement permits the concentration of the ownership and management of an enterprise in the same hands, the partners.
Mr Twomey exhaustively catalogues every permutation of partnership law from its definition, to its terms, to bankruptcy, through limited partnerships and beyond. This book is not for the layman but for students, those in the legal profession and for those involved in partnerships who wish to find out exactly what governs the nature of their business. It covers a gap in the lexicon of Irish legal publications and Mr Twomey deserves kudos for this impressive and timely work.