THE INSTITUTE OF CHARTERED ACCOUNTANTS OF NIGERIA SKILLS LEVEL EXAMINATION - BUSINESS LAW QUESTION 3 Chief Okon was a senior partner in "Okon, Bello & Associates", a prominent firm of tax and accounting consultants in Abuja, established in 2015. On 31st January 2023, Chief Okon formally retired from the partnership after signing a deed of retirement and receiving his full capital share. However, the following facts emerged: (i) No public notice of Chief Okon's retirement was published in the Official Federal Government Gazette or in any widely circulated national daily newspaper. (ii) No direct written notice was sent to the firm's major existing clients or bankers. (iii) The firm continued to print and use letterhead paper carrying Chief Okon's name as "Senior Partner". In May 2023, Bello, the remaining partner, obtained a loan of ₦25,000,000 from United Bank for Africa (UBA) Plc in the firm's name, ostensibly to expand the firm's IT infrastructure. UBA Plc granted the credit line relying on Chief Okon's reputation and name printed on the letterhead paper. In October 2023, the firm defaulted on repayment. UBA Plc has instituted a legal action against Chief Okon, Bello, and the firm jointly and severally to recover the ₦25,000,000 loan. Required: (a) Distinguish between a Partnership and a Joint Venture, identifying THREE key distinguishing features. (5 marks) (b) Critically examine Chief Okon's liability to UBA Plc under the doctrine of "holding out" / Partnership by Estoppel pursuant to Section 14 of the Partnership Act 1890. (8 marks) (c) Advise a retiring partner on the mandatory steps required under Nigerian law to effectively terminate future liabilities for debts incurred by the firm after retirement. (7 marks) (Total: 20 marks)