A partnership can exist despite one partner lacking a license, provided the parties understood their responsibilities.

Table of Content
1. allegation of illegality due to licensing not applicable; claim deemed valid. (Para 14 , 15 , 18)
2. licensing does not bar partnership validity. (Para 19)
3. amount claimed is justified and supported by evidence. (Para 20 , 21)

"Following the decision of Boustead Trading (1985) Sdn Bhd v. Arab Malaysia Merchant Bank Berhad, [1995] 3 MLJ 331, even if I am wrong in holding the sole proprietor of the firm to be the party to the sub-contract, the Defendant is estopped in law from claiming otherwise under the doctrine of estoppel (see p 344 of the judgment of Gopal Sri Ram JCA [as he then was]). His Lordship writing the judgment of the Federal court in this case adopted the pronouncements of law in Waltons Store [1988] 164 CLR 387 that a party to a contract may be estopped from asserting that there was no valid and binding contract between him and his opponent if his conduct acknowledged the existence of a valid and binding contract. Similarly here, it is too late in the day for the Defendant to claim that no sub-contract came into existence after having received the benefit of the goods and services provided by the owners of the firm and having made payments to it pursuant to earlier certificates issued by the architect for the project. The Defendant having addressed the letter of award to the firm rather than the owner are now seeking to take advantage of their own omission to have the sub-contract declared void. I also wish to observe that the Defendant has not been misled or prejudiced, in any way, since the sub contract was signed by one Mr Alagan as the manager of the firm and not as owner Additionally, there is no evidence of any party other than Plaintiff claiming to be entitled to the benefit of the monies certified by the architect as being due and payable to the firm. The Defendant's defence of privity clearly has no merit since the doctrine of estoppel can be applied by our courts to 'varying fact patterns to achieve Justice' (see p 344 of the judgment). The justice of this case clearly merits the application of this doctrine to preserve the rights and obligations of the parties to the sub-contract.".

The defendant cannot turn around and claimed that PW3 had misrepresented them particularly so when DW5 himself admitted that PW3 was a family friend (see QA2(b) WSDW5A). Further DW5 contradicted himself as to when he came to know about PW3's bankruptcy. Earlier he said it was after the commencement of this suit and subsequently he said after the plaintiff and PW3 resigned in November 2015. Therefore, it is my finding that the contract is between the plaintiff and the defendant.

Estate Agency Practice

[14] The plaintiff and PW3 did not dispute that they have no licence but they contended that s 22C of the Valuers, Appraisers and Estate Agents Act 1981 ("Act") did not apply to them. The defendant argued that the plaintiff was claiming for estate agency practice commission and royalty and not management fees therefore ss 2 and 22C of the Act were applicable.

[15] Section 2 of the Act reads:

""estate agency practice" means acting or holding oneself out to the public or to any individual or firm as ready to act, for a commission, fee, reward or other consideration, as an agent in respect of the sale or other disposal of land and buildings and of any interest therein or the purchase or other acquisition of land and buildings and of any interest therein or in respect of the leasing or letting of land and buildings and of any interest therein including the act of making known of the availability of land, building or any interest therein for such sale or other disposal, purchase or other acquisition, leasing or letting;".

Section 22 reads:

"Restrictions on estate agency practice 22C.

(1) No person shall unless he is a registered estate agent and has been issued with an authority to practice under s 16-

(a) practise or carry on business or take up employment under any name, style or title containing the words "Estate Age

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