51. Return of premium on premature dissolution- Where a partner has paid a premium on entering into partnership for a fixed term, and the firm is dissolved before the expiration of that term otherwise than by the death of a partner, he shall be entitled to repayment of the premium or of such part thereof as may be reasonable, regard being had to the terms upon which he became a partner and to the length of time during which he was a partner, unless -
a) the dissolution is mainly due to his own mis-conduct, or
b) the dissolution is in pursuance of an agreement containing no provision for the return of the premium or any part of it.
52. Rights where partnership contract is rescinded for fraud or misrepresentation - Where a contract creating partnership is rescinded on the ground of the fraud or misrepresentation of any of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled-
a) to a lien on, or a right of retention of, the surplus or the assets of the firm remaining after the debts of the firm have been paid, for any sum paid by him for the purchase of a share in the firm and for any capital contributed by him;
b) To rank as a creditor of the firm in respect of any payment made by him towards the debts of the firm; and
c) To be indemnified by the partner or partners guilty of the fraud or misrepresentation against all the debts of the firm.
53. Right to restrain from use of firm name or firm property- After a firm is dissolved, every partner or his representative may, in the absence of a contract between the partners to the contrary, restrain any other partner or his representative from carrying on a similar business in the firm name or from using any of the property of the firm for his own benefit, until the affairs of the firm have been completely wound up:
Provided that where any partner or his representative has bought the goodwill of the firm, nothing in this section shall affect his right to use the firm name.
54. Agreements in restraint of trade- Partners may, upon or in anticipation of the dissolution of the firm, make an agreement that some or all of them will not carry on a business similar to that of the firm within a specified period or within specified local limits : and notwithstanding anything contained in section 27 of the Contract Act, 1872, such agreement shall be valid if the restrictions imposed are reasonable.
55. Sale of goodwill after dissolution - (1) In settling the accounts of a firm after dissolution, the goodwill shall, subject to contract between the partners, be included in the assets, and it may be sold either separately or along with other property of the firm.
(2) Rights of buyer and seller of goodwill - Where the goodwill of a firm is sold after dissolution, a partner may carry on a business competing with that of the buyer and he may advertise such business, but, subject to agreement between him and the buyer he may not -
(a) use the firm name,
(b) represent himself as carrying on the business of the firm or
(c) solicit the custom of persons who were dealing with the firm before its dissolution.
(3) Agreements in restraint of trade - Any partner may, upon the sale of the goodwill of a firm make an agreement with the buyer that such partner will not carry on any business similar to that of the firm within a specified period or within specified local limits, and, notwithstanding anything contained in section 27 of the Contract Act, 1872, such agreement shall be valid if the restrictions imposed are reasonable.
CHAPTER VII
REGISTRATION OF FIRMS
56. Power to exempt from application of this Chapter - The [Provincial Government of any Province may, by notification in the [official Gazette], direct that the provisions of this Chapter shall not apply to [that Province] or to any part thereof specified in the notification.
57. Appointment of Registrars - (1) The [Provincial Government] may appoint Registrars of Firms for the purposes of this Act, and may define the areas within which they shall exercise their powers and perform their duties.
(1) Every Registrar shall be deemed to be a public servant within the meaning of section 21 of the Pakistan Penal code.
58. Application for Registration - (1) The registration of a firm may be effected at any time by sending by post or delivering to the Registrar of area in which any place of bus8iness of the firm is situated or proposed to be situated, a statement in the prescribed form and accompanied by the prescribed fee, stating -
a) the firm name,
b) the place or principal place of business of the firm,
c) the names of any other places where the firm carries on business,
d) the date when each partner joined the firm,
e) the names in full and permanent addresses of the partners, and,
f) duration of the firm.
The statement shall be signed by all the partners, or by their agents specially authorized in this behalf.
2) Each person signing the statement shall also verify it in the manner prescribed.
3) A firm name shall not contain any of the following words, namely:-
"Crown", "Emperor", "Empress", "Empire", "Imperial", "King", "Queen", "Royal", "Jinnah", "Quaid-e-Azam", "Dominion", or words expressing or implying the sanction, approval or patronage of the Crown or of the Quaid-e-Azam or the "Federal" Government or any Provincial Government, except when the Provincial Government signifies its consent to the use of such words as part of the firm name by order in writing.
3A) A firm name shall not contain the name of the "United Nations" or its abbreviations through the use of its initial leters or of any subsidiary body set up by that body unless it has obtained the previous authorization of the Secretary General of the United Nations in writing.
3B) A firm name shall not contain the name of the "World Health Organisation" or its abbreviations through the use of its initial letters unless it has obtained the previous authorization of the Director-General in writing.
59. Registration - when the Registrar is satisfied that the provisions of section 58 have been duly complied with, he shall record an entry of the statement in a register called Register of Firms and shall file the statement.
