ICANBusiness LawPartnership Law2025

THE INSTITUTE OF CHARTERED ACCOUNTANTS OF NIGERIA SKILLS LEVEL EXAMINATION - BUSINESS LAW QUESTION 2 Kalu, Danjuma, and Folake formed "KDF Logistics LLP", a Limited Liability Partnership registered under Part C of the Companies and Allied Matters Act (CAMA) 2020, operating in Kaduna. The LLP Agreement duly registered with the Corporate Affairs Commission (CAC) contains a restriction clause stating: "No individual partner shall enter into any contract or obligation exceeding ₦10,000,000 on behalf of the LLP without the prior written consent of all designated partners." In November 2023, the following events occurred: (i) Danjuma, acting alone and without informing Kalu or Folake, negotiated and executed a supply contract valued at ₦45,000,000 with Zenith Haulage Ltd on behalf of KDF Logistics LLP. Zenith Haulage Ltd acted in good faith and had no knowledge of the restriction clause in the LLP Agreement. (ii) Danjuma defaulted on a personal bank loan of ₦8,000,000 obtained from First Bank Plc for financing his private residence. First Bank Plc obtained a court judgment against Danjuma personally and has applied to execute the judgment by attaching trucks owned by KDF Logistics LLP. Required: (a) Determine the legal liability of KDF Logistics LLP and Danjuma to Zenith Haulage Ltd under CAMA 2020 regarding the ₦45,000,000 contract. (8 marks) (b) Advise First Bank Plc on whether it can legally attach the property of KDF Logistics LLP for Danjuma's personal debt, explaining the proper statutory remedy available to a personal judgment creditor of an LLP partner under CAMA 2020. (6 marks) (c) Highlight FOUR key legal differences between a General Partnership under the Partnership Act 1890 and a Limited Liability Partnership (LLP) under CAMA 2020. (6 marks) (Total: 20 marks)

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