Second, this is not a case where a pre-existing partnership was converted into a limited company such that the incorporating parties might reasonably have assumed that pre-existing partnership obligations continued to underlie the new company structure. In determining to apply the partnership analogy in Ebrahimi v. Westbourne Galleries Ltd., Lord Wilberforce made clear in his judgment that it was a fact of “cardinal importance” to the determination of that case that, prior to its incorporation, the business had been carried on by the shareholders as a partnership, with each partner equally sharing the management and profits of the firm.
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