Unit 3 of Drafting, Pleading and Conveyancing – II (syllabus: Module III — limited liability partnership agreement, winding-up petition, notices of annual and extraordinary general meetings, legal notice for defective goods, and application to initiate the corporate insolvency resolution process). Below: what the unit covers, the provisions it turns on, and the cases an examiner expects you to name.
What this unit covers
- What is an LLP agreement, and why can it not be drafted as a partnership deed?
- Which default rules apply if the LLP agreement is silent, and which of them must be displaced by drafting?
- On what grounds may a company be wound up by the Tribunal today, and who may petition?
- When is it just and equitable to wind up a company, and what must such a petition plead?
- What must a notice of an annual general meeting contain?
- How is an extraordinary general meeting called, and how does its notice differ from that of an annual general meeting?
- How is a legal notice for defective goods drafted, and on what law does it rest?
- How do applications to begin the corporate insolvency resolution process differ between a financial creditor, an operational creditor and the corporate debtor?
Treat that list as a self-test: recite each topic's rule from memory before you open its cases.
Provisions
- Limited Liability Partnership Act 2008, s. ss. 2(1)(o), 3, 4, 6, 7, 23, 26-28, 32-35 and 42
- Limited Liability Partnership Act 2008, s. s. 23(4) and the First Schedule, paras 2-14, with ss. 24 and 25
- Companies Act 2013, s. ss. 2(94A), 270, 271, 272, 273, 274 and 275, as substituted
- Companies Act 2013, s. s. 271(e) with s. 272 and s. 273(2)
- Companies Act 2013, s. ss. 96, 101, 102, 103, 105 and 114
- Companies Act 2013, s. ss. 100, 101, 102, 103, 105, 114 and 115
- Sale of Goods Act 1930, s. ss. 12, 16(1), 16(2) and 59, with Consumer Protection Act 2019, ss. 2(7), 2(10) and 69
- Insolvency and Bankruptcy Code 2016, s. ss. 3(12), 4, 5, 6, 7, 8, 9, 10, 11, 14 and 238A
Leading cases
- Seth Mohan Lal v Grain Chambers Ltd