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CLA2601: Commercial Law IIA
May/June Examination 2026 — Covers 2023 to 2025 Past Papers
⋆ ⋄ ⋆ ⋄ ⋆ ⋄ ⋆ ⋄ ⋆
Commercial Law — College of Law, UNISA
Exam Revision Guide
CLA2601
Module Code:
Commercial Law IIA
Module Name:
May/June 2023, May/June 2024 & May/June 2025
Coverage:
May/June 2026 Preparation
Exam Edition:
MCQs + Long Questions
Format:
Topics covered: Partnerships, Business Trusts, Companies (Companies Act 71 of
2008), Close Corporations. Study the law, understand the cases.
⋆ Exam Revision Notes | CLA2601 | 2023–2025 Papers
,CLA2601 | Exam Revision 2026 Commercial Law IIA
How to Use This Revision Guide
This document works through exam-style questions drawn from the CLA2601 May/June ex-
amination papers for 2023, 2024 and 2025. Each section covers a major topic from the mod-
ule. For every question you’ll find a full answer written as study notes — clear, direct, and
calibrated to marks.
The four topics the examiners test again and again: Partnerships, Business Trusts, Com-
panies (under the Companies Act 71 of 2008), and Close Corporations (Close Corporations
Act 69 of 1984). Know these cold.
Exam Tip
The CLA2601 paper typically contains 20 multiple-choice questions (20 marks) plus
4–5 essay/problem-type questions totalling 80 marks. Always read facts carefully
in scenario questions — they are testing whether you can apply the law, not just recite
it.
Page 2 of 33
,CLA2601 | Exam Revision 2026 Commercial Law IIA
Question 1 (2023) [20 marks]
Question: Sipho, Thabo and Naledi form a partnership to operate a construction busi-
ness. They agree that Sipho will contribute R50 000, Thabo will contribute his expertise
as a civil engineer, and Naledi will contribute the use of her property as an office. After
two years, the partnership suffers substantial losses and a creditor, ABC Hardware (Pty)
Ltd, sues all three partners for an outstanding debt of R120 000. Thabo argues that he
cannot be held liable because he contributed skill, not money. Advise the parties on the
legal position. (20 marks)
Answer:
Key Concept
A partnership is a contract between two or more persons who agree to combine
resources or labour for a common purpose with the aim of making a profit to be
shared between them. It is governed by the common law (not a single statute)
and by the Partnership Act where applicable.
Requirements for a valid partnership (these four must all be present):
1. Contribution: Each partner must contribute something to the common enterprise
— money, labour, skill, or property. Naledi’s property and Thabo’s expertise both
qualify. There is no requirement that contributions be equal or of the same type.
2. Joint undertaking: The partners run the business together, sharing control and
risk.
3. Profit sharing: Profits must be shared between the partners. A partner who only
shares in losses but not profits is not technically a partner.
4. Lawful purpose: The business must be legal.
Thabo’s argument: skill as contribution
Thabo’s position is legally incorrect. The law is clear that a contribution of skill or
labour is a perfectly valid contribution to a partnership. The court in Joubert v Tarry
& Co confirmed this. Thabo’s civil engineering expertise is a recognised form of con-
tribution, and he is a full partner with full partner obligations — including personal
liability.
Liability of partners for partnership debts
Page 3 of 33
, CLA2601 | Exam Revision 2026 Commercial Law IIA
This is the most important point for ABC Hardware. In South African law, partners
have joint and several unlimited personal liability for partnership debts. This
means:
• Each partner is personally liable for the full amount of the debt.
• ABC Hardware can sue any one partner, or all three, for the full R120 000.
• The creditor does not have to first exhaust the partnership assets before suing indi-
vidual partners (this is the rule in Engelbrecht v Volkskas Bpk ).
• After paying the creditor, a partner who paid more than his or her share has a right
of recourse against the other partners.
Conclusion
Sipho, Thabo and Naledi are all validly constituted partners. Thabo cannot escape li-
ability simply because he contributed skill rather than capital. ABC Hardware may
sue all three jointly and severally for the R120 000 debt. Each partner’s personal as-
sets — including Sipho’s personal bank account, Thabo’s personal savings, and Naledi’s
personal property — can be attached to satisfy the debt.
Watch Out
Many students confuse partnership liability with company liability. A company
gives shareholders limited liability; a partnership gives partners unlimited per-
sonal liability. This distinction is frequently tested.
Page 4 of 33
]]
CLA2601: Commercial Law IIA
May/June Examination 2026 — Covers 2023 to 2025 Past Papers
⋆ ⋄ ⋆ ⋄ ⋆ ⋄ ⋆ ⋄ ⋆
Commercial Law — College of Law, UNISA
Exam Revision Guide
CLA2601
Module Code:
Commercial Law IIA
Module Name:
May/June 2023, May/June 2024 & May/June 2025
Coverage:
May/June 2026 Preparation
Exam Edition:
MCQs + Long Questions
Format:
Topics covered: Partnerships, Business Trusts, Companies (Companies Act 71 of
2008), Close Corporations. Study the law, understand the cases.
⋆ Exam Revision Notes | CLA2601 | 2023–2025 Papers
,CLA2601 | Exam Revision 2026 Commercial Law IIA
How to Use This Revision Guide
This document works through exam-style questions drawn from the CLA2601 May/June ex-
amination papers for 2023, 2024 and 2025. Each section covers a major topic from the mod-
ule. For every question you’ll find a full answer written as study notes — clear, direct, and
calibrated to marks.
The four topics the examiners test again and again: Partnerships, Business Trusts, Com-
panies (under the Companies Act 71 of 2008), and Close Corporations (Close Corporations
Act 69 of 1984). Know these cold.
Exam Tip
The CLA2601 paper typically contains 20 multiple-choice questions (20 marks) plus
4–5 essay/problem-type questions totalling 80 marks. Always read facts carefully
in scenario questions — they are testing whether you can apply the law, not just recite
it.
Page 2 of 33
,CLA2601 | Exam Revision 2026 Commercial Law IIA
Question 1 (2023) [20 marks]
Question: Sipho, Thabo and Naledi form a partnership to operate a construction busi-
ness. They agree that Sipho will contribute R50 000, Thabo will contribute his expertise
as a civil engineer, and Naledi will contribute the use of her property as an office. After
two years, the partnership suffers substantial losses and a creditor, ABC Hardware (Pty)
Ltd, sues all three partners for an outstanding debt of R120 000. Thabo argues that he
cannot be held liable because he contributed skill, not money. Advise the parties on the
legal position. (20 marks)
Answer:
Key Concept
A partnership is a contract between two or more persons who agree to combine
resources or labour for a common purpose with the aim of making a profit to be
shared between them. It is governed by the common law (not a single statute)
and by the Partnership Act where applicable.
Requirements for a valid partnership (these four must all be present):
1. Contribution: Each partner must contribute something to the common enterprise
— money, labour, skill, or property. Naledi’s property and Thabo’s expertise both
qualify. There is no requirement that contributions be equal or of the same type.
2. Joint undertaking: The partners run the business together, sharing control and
risk.
3. Profit sharing: Profits must be shared between the partners. A partner who only
shares in losses but not profits is not technically a partner.
4. Lawful purpose: The business must be legal.
Thabo’s argument: skill as contribution
Thabo’s position is legally incorrect. The law is clear that a contribution of skill or
labour is a perfectly valid contribution to a partnership. The court in Joubert v Tarry
& Co confirmed this. Thabo’s civil engineering expertise is a recognised form of con-
tribution, and he is a full partner with full partner obligations — including personal
liability.
Liability of partners for partnership debts
Page 3 of 33
, CLA2601 | Exam Revision 2026 Commercial Law IIA
This is the most important point for ABC Hardware. In South African law, partners
have joint and several unlimited personal liability for partnership debts. This
means:
• Each partner is personally liable for the full amount of the debt.
• ABC Hardware can sue any one partner, or all three, for the full R120 000.
• The creditor does not have to first exhaust the partnership assets before suing indi-
vidual partners (this is the rule in Engelbrecht v Volkskas Bpk ).
• After paying the creditor, a partner who paid more than his or her share has a right
of recourse against the other partners.
Conclusion
Sipho, Thabo and Naledi are all validly constituted partners. Thabo cannot escape li-
ability simply because he contributed skill rather than capital. ABC Hardware may
sue all three jointly and severally for the R120 000 debt. Each partner’s personal as-
sets — including Sipho’s personal bank account, Thabo’s personal savings, and Naledi’s
personal property — can be attached to satisfy the debt.
Watch Out
Many students confuse partnership liability with company liability. A company
gives shareholders limited liability; a partnership gives partners unlimited per-
sonal liability. This distinction is frequently tested.
Page 4 of 33
