Pre-emptive rights provisions in partnership deeds that are drafted as though a partner's interest has transmissible corporate existence cannot be given literal effect, because any change in membership dissolves the partnership. Where existing partners consent to the admission of a new partner, non-compliance with pre-emptive rights formalities becomes irrelevant. Even if breach of pre-emptive rights creates an equitable interest, specific performance is unavailable where the disposing partner's interest has been discharged by accord and satisfaction through a binding successor partnership agreement.
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