"The duty to act in an acceptable manner and in good faith applies, as is well known, to every person who takes part in contractual negotiations. It is not limited to the future parties to the contract... It also applies to someone who is nothing but an agent of others, such as a manager acting on behalf of a corporation... No corporate organ may be held personally liable for conducting negotiations in bad faith... An obligation under the principle of good faith may also exist where there is liability in torts."
Defendant 6, Albertus Company, became a general partner of the partnership on Feb. 16. The misleading representations on behalf of the partnership were made in July 15, before Albertus was accepted as a general partner in the partnership.
Section 26 of the Partnerships Ordinance provides: "A person who is accepted as a partner in an existing partnership will not be liable to its creditors because of what was done before he became a partner."
A partner's liability is limited and includes only the partnership obligations created by being a partner. A partner is not responsible for the debt that was created before he joined the partnership. In this regard, the liability is limited in scope. Therefore, the claim against defendant 6 is dismissed.
- Hence the approved restitution calculation, which stands at 91.25% of the amounts paid by Sol in and during the transaction.
Counsel for the parties announced on page 609 of the transcript line 7, that despite the dispute regarding the interpretation of section 8a. To the concession agreement: "We agree that the concession given to the plaintiff was for 10 years."
Sol operated the café by virtue of the concession agreement from August 1, 2015 [see clause 5.1 of the sale agreement] until its cancellation on June 16, 2016 - for a period of 10.5 months. The concession period was for 10 years - 120 months.
Sol is entitled to a refund of 91.25% of the transaction payments.
120 months - 10.5 months = 109.5 months.