The parties had entered into partnership to open and run a restaurant, but without a formal agreement. They differed as to the values contributed by their respective efforts. After failures to disclose materials requested, the defendant we precluded from presenting evidence himself. He said that, the accounts having been drawn, Mrs Miller was precluded under … Continue reading Hopton v Miller: ChD 31 Aug 2010
Action on an instrument of guarantee. Held: judgment for the Claimant in respect of the principal sum of US$2m. and such interest payments as were due. Judges: Teare J Citations: [2011] EWHC 256 (Comm), [2011] 2 All ER (Comm) 385, [2011] BPIR 644, [2011] 2 BCLC 275, [2011] Bus LR 970, [2011] 1 WLR 2038 … Continue reading Global Distressed Alpha Fund 1 Ltd Partnership v Pt Bakrie Investindo: ComC 17 Feb 2011
A partnership of fourteen persons in Great Britain and two in India carried on a business ‘for the production . . of indigo and silk and other produce, and for the sale in Calcutta, or shipment for realisation in Europe, of such produce.’ The partnership deed provided that the business in India should be conducted … Continue reading Laidlay and Others (Laidlay’s Trustees) v The Lord Advocate: HL 7 Aug 1890
EAT CONTRACT OF EMPLOYMENT – Whether establishedThe Claimant, who is a solicitor, became a salaried partner in a partnership, which became a Limited Liability Partnership, which was the Respondent. The Claimant became a Fixed Share Partner. He received a salary and a designated but a small share of the profits. He was also liable to … Continue reading Tiffin v Lester Aldridge Llp: EAT 16 Nov 2010
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Partners Liable for Dishonest Act of Solicitor A solicitor had been alleged to have acted dishonestly, having assisted in a fraudulent breach of trust by drafting certain documents. Contributions to the damages were sought from his partners. Held: The acts complained of were so close to the activities which a solicitor would normally undertake, that … Continue reading Dubai Aluminium Company Limited v Salaam and Others: HL 5 Dec 2002
The section in the 1890 Act produced ‘a necessary equation of a partnership firm with employers for this purpose [vicarious liability]’. Vicarious liability is a ‘secondary liability as the liability of one person for the act of another who is acting in the course of his employment or as agent for him . . it … Continue reading Meekins v Henson: 1964
The reference to ‘any wrongful act or omission’ in section 10 is not limited to torts or even to wrongs which were actionable at common law. ‘In paying or collecting money for a customer the bank acts only as his agent. It is otherwise, however, if the collecting bank uses the money to reduce or … Continue reading Agip (Africa) Ltd v Jackson: ChD 1990
A partner in a firm of solicitors had been accused of two assaults by a lay representative of a claimant against the firm. The first related to an attempt to wrest papers from the claimant, and the second an assault outside the court. They were both wrongly categorised as a claim in vicarious liability. The … Continue reading John Flynn v Robin Thompson and Partners (a Firm): CA 24 Aug 1999
A partner is vicariously liable for the acts of his partner in equity as well as in tort. Where a partner acted as accessory to a breach of trust he acted as a constructive trustee. A settlement of and action on this basis was enforceable in a later claim. Judges: Rix J Citations: Times 04-Sep-1998, … Continue reading Dubai Aluminium Company Ltd v Salaam and Others: QBD 17 Jul 1998
The claimant sought recovery from one of two partners in a solicitors’ firm of solicitors of sums paid to the firm and misappropriated by the partner, who had conspired with others to offer a fraudulent investment. The claimant admitted that the promised return was incredible. The funds were received on an undertaking that they would … Continue reading Langley Holdings v Seakens: QBD 19 Oct 2000
The liability of a firm for the wrongful acts of one partner is not limited to tortious acts creating liability in common law, but includes all wrongful acts or omissions, including a knowing assistance in a fraudulent scheme. A solicitor who prepares documents for use in a fraudulent scheme, and gives supporting advice, unbeknown to … Continue reading Dubai Aluminium Company Limited v Salaam and others: CA 7 Apr 2000
The issue arose as to the liability of a firm for the acts of a partner who had made statements to the claimant regarding the rate of return on a proposed investment amounting to some 6,000 per cent per annum. Held: The following propositions of law held: ‘(i) The principles of vicarious liability of partners … Continue reading Cochlan v Ruberella Limited: CA 21 Jul 2003
The claimant had been a partner with the respondent firm. He appealed against the rejection of his claim for unfair dsmissal on the basis that he had not been an employee. Held: The appeal failed. Had this been an unlimited partnership under the 1890 Act, she would have been a partner, which was inconsistent with … Continue reading Tiffin v Lester Aldridge Llp: CA 1 Feb 2012
The parties had been partners developing land. The partnership was dissolved and they disputed whether partially completed developments should be sold in their current condition or completed and then sold. Judges: May Ch Citations: [2011] EWHC 2101 (Ch) Links: Bailii Statutes: Partnership Act 1890 38 Jurisdiction: England and Wales Company Updated: 17 September 2022; Ref: … Continue reading Boghani v Nathoo: ChD 2 Aug 2011
Questions of interpretation and enforcement of contracts are resolved by reference to the proper law. Although debt under a contract whose proper law is the law of another jurisdiction may, for the purposes of Scots law, be discharged by insolvency proceedings in that other jurisdiction, such proceedings will not, for the purposes of Scots law, … Continue reading Adams v National Bank of Greece: HL 1961
EAT JURISDICTIONAL POINTS: Worker, employee or neither Can a partner in a limited liability partnership be an employee? The EAT decided that on the facts of the case the Appellant was a partner in a limited liability partnership and not an employee. Appeal dismissed.Birtles J said: ‘Parliament has thus expressly provided that the legal test … Continue reading Kovats v TFO Management Llp and Another: EAT 21 Apr 2009
Bank – Partnership – Deposit – Receipt – Dissolution of Firm – Payment by Bank to Partner of Dissolved Firm on Signature by him of Firm-Name – Partnership Act 1890 (53 and 54 Vict. cap. 39), sec. 38. Judges: Lord Chancellor (Finlay), Lord Dunedin, Lord Shaw, Lord Parker, and Lord Wrenbury Citations: [1917] UKHL 449, … Continue reading Dickson v National Bank of Scotland: HL 17 May 1917
The articles of partnership between the parties required an annual account. A retiring or deceased partner was to be paid out ‘at the amount standing to his credit in the last balance sheet which shall have been signed previously to the date of such retirement or death.’ On the death of a partner on 10 … Continue reading Hunter v Dowling: CA 1893
Is it possible for a person to be a partner in a firm, and thus liable jointly with the other partners to creditors of the firm, even if his agreement with them is not that he should be entitled to participate in its profits but that he should be paid by the firm a specified … Continue reading Zahid v M Young Legal Associates Ltd and others: CA 16 May 2006
The court considered the valuation of asets on the dissolution of a partnership at will. Held: The appeal was allowed. The proper share of a partner in the assets was his proportion ascertained from the partnership assets after they had all been realised and converted into money.Black J said: ‘the correct interpretation of section 42(1) … Continue reading Gill v Sandhu (No. 2): CA 2 Nov 2005
The deceased and defendant had been partners and friends. They had bought a property expressly for the partnership and was conveyed into their names as joint tenants. Held: The declaration in the partnership was not itself sufficient cogent evidence that the partners had agreed a beneficial joint tenancy, but that with the nature of the … Continue reading Bathurst (As Administrator of the Estate of Michael David Bathurst Deceased) v Scarborow: CA 1 Apr 2004
Two brothers farmed in partnership. The partnership was dissolved in 1998 on the death of one brother, but the business continued. The farm was affected by the foot and mouth outbreak in 2001, and the second brother died shortly after. Compensation became payable, and the two sets of executors sought directions as to how the … Continue reading Emerson (Executrix of James Henry Emerson) v Estate of Thomas Matthew Emerson: CA 5 Feb 2004
A family partnership had carried freehold property at its historic cost value in the books, rather than at a market value. After the death of one partner the share came to be valued. Held: Being a family partnership there was presumption that shares would be bought and sold at market value. The deceased partner could … Continue reading In Re White (Dennis) Deceased; White v Minnis and Another: CA 25 May 2000
One brother, as tenant farmed land under a partnership with his brother. On the death of either partner, an account was to be taken and a valuation. On the death of the tenant, there was a dispute as to whether the value of the farm’s milk quotahad become a partnership asset. The surviving brother now … Continue reading Faulks v Faulks: ChD 1992
The liquidator in a voluntary liquidation negligently failed to inform the company’s creditors of the liquidation, and distributed the company’s assets to its contributories without regard to the creditors’ claims. The company was later dissolved. Held: The creditors had a claim against the liquidator. The availability of the statutory remedy of a creditor under section … Continue reading Pulsford v Devenish: ChD 1903
Section 42(1) did not apply to capital profits made during the post dissolution period. Citations: [1982] Ch 172 Statutes: Partnership Act 1890 42(1) Jurisdiction: England and Wales Cited by: Cited – Hardip Singh Gill v Kulbir Singh Sandhu ChD 26-Jan-2005 The partnership had been dissolved. It had involved conversion of a property to be run … Continue reading Barclays Bank Trust Co Ltd v Bluff: 1982
Nugee J [2016] EWHC 547 (Ch) Bailii Partnership Act 1890 England and Wales Company Updated: 12 January 2022; Ref: scu.561101
W sought to challenge transactions entered into by H anticipating ancillary relief proceedings on their divorce. Nicholas Mostyn QC J said: ‘While of course no rigid rule can be expressed for the infinite variety of facts that arise in ancillary relief cases, I would have thought, generally speaking, that it would be very difficult for … Continue reading Rossi v Rossi: FD 26 Jun 2006
EAT JURISDICTIONAL POINTS – Worker, employee or neitherA Tribunal determined that a solicitor who had been an employee, but who then accepted remuneration calculated as a ‘profit share’, remained an employee and did not become a partner. It did so without express reference to the Partnership Act 1890, and was contended to be wrong in … Continue reading Williamson and Soden Solicitors v Briars: EAT 20 May 2011
Innocent Co-Trustee not Liable for Default Proceedings were brought by former clients against their former solicitors. One of the partners stole money held in the firm’s client account on behalf of the claimants. The other two partners were entirely innocent of, and in no way implicated in, the frauds. Some of the losses sued for … Continue reading Dixon Coles and Gill (A Former Firm) v Baines, Bishop of Leeds and Another: CA 20 Jul 2021
Loss of agent’s share for breach within LLP The court was asked whether the principle that a fiduciary (in particular, an agent) who acts in breach of his fiduciary duties can lose his right to remuneration, is capable of applying to profit share of a partner in a partnership or a member of a limited … Continue reading Hosking v Marathon Asset Management Llp: ChD 5 Oct 2016
The claimant was a solicitor partner with the appellant limited liability partnership at their offices in Tanzania. She disclosed what she believed to be money laundering by a local partner. She was dismissed. She had just disclosed her pregnancy and claimed also in sex discrimination. The company appealed findings as to jurisdiction saying that she … Continue reading Clyde and Co Llp and Another v Bates van Winkelhof: CA 26 Sep 2012
The parties had engaged in a bitter 95 day trial in which allegations of forgery, theft, false accounting, blackmail and arson. A company owning patents and other rights had become insolvent, and the real concern was the destination and ownership of . .
