Benami transactions and vicarious liability of partners in a firm: managing partner liable, dormant partner discharged for lack of averments

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....Benami transactions include transfers where the consideration provider is fictitious or untraceable; inability to identify the beneficial owner does not warrant discharge. Issue one: whether partners are vicariously liable managing partner signed accounts and controlled firm affairs, establishing prima facie knowledge and consent, therefore discharge was rightly refused. Issue two: whether a dormant partner can be held vicariously liable complaint lacked specific averments showing she was in charge or responsible as required by the statutory twin requirements, so the order against her is set aside, subject to reopening if cogent material is later produced.....