Partnership deed vs conveyance: instrument without transfer words stayed chargeable only as a partnership document.

An instrument creating a firm was held to be a deed of partnership, not a conveyance, because the properties had been treated as brought into the common stock by prior arrangement and intention. Under partnership law, property may enter partnership assets without a formal transfer, and the document contained no dispositive words transferring title from one party to the others. Clause 8 was read only as a declaration of partnership rights arising from the contribution of property to the firm. The instrument therefore did not attract stamp duty as a conveyance and was liable only to the duty applicable to partnership deeds.

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Issues: Whether the instrument executed by the parties was chargeable as a conveyance or was only a deed of partnership chargeable under the relevant stamp entry.

Analysis: The properties were treated as brought into the common stock of the proposed firm pursuant to the prior arrangement among the parties. Under Section 14 of the Partnership Act, property may be introduced into partnership assets by intention, without any formal conveyance. The document contained no dispositive words transferring title from one party to the others, and clause 8 was construed only as a declaration of partnership rights consequent upon the property having been contributed to the firm. The instrument therefore did not answer the description of a conveyance, nor did the reference to partnership assets convert it into a composite conveyance attracting higher duty.

Conclusion: The instrument was a deed of partnership, pure and simple, and was not chargeable as a conveyance.

Final Conclusion: The reference was answered in favour of treating the document as a partnership instrument liable only to the duty applicable to such deeds.

Ratio Decidendi: Property can be validly brought into partnership assets by intention under partnership law, and an instrument creating a firm will not be stamped as a conveyance unless it contains words effecting a transfer of interest.

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