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
Partnership assets, both as to capital and revenue were to be divided equally between the partners in the absence of an agreement otherwise even though they had made an unequal contribution. Judges: Nourse LJ Citations: Times 04-Jul-1997, Gazette 09-Jul-1997, [1997] EWCA Civ 1966, [1997] 1 WLR 1367 Links: Bailii Statutes: Partnership Act 1890 24 Jurisdiction: … Continue reading Popat v Shonchatra: CA 25 Jun 1997
(Victoria) Judges: Lord Davey Citations: [1898] AC 349, [1897] UKPC 54 Links: Bailii Jurisdiction: England and Wales Citing: Applied – Antony Gibbs and Sons v La Societe Industrielle et Commerciale des Metaux CA 1-Jul-1890 The defendant had agreed to buy copper to be delivered in England by the plaintiff. The defendant refused to accept the … Continue reading New Zealand Loan and Mercantile Agency Company Limited v Christina Morrison: PC 15 Dec 1897
The defendant had agreed to buy copper to be delivered in England by the plaintiff. The defendant refused to accept the copper and so was liable in damages to the plaintiff. The defendant, a French company, was placed in judicial liquidation in France and it was assumed that as a matter of French law, the … Continue reading Antony Gibbs and Sons v La Societe Industrielle et Commerciale des Metaux: CA 1 Jul 1890
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
The claimant sought to claim money from a father and son, saying they were in business in partnership. The father denied this but had opened a bank account in his own name, describing himself as trading under the son’s business name, and the son had represented to the claimant that he was in partnership with … Continue reading Elite Business Systems UK Ltd v Price: CA 27 Jun 2005
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 partnership had been dissolved. It had involved conversion of a property to be run as a nursing home. The claimant was to manage the home, and the profits would be used first to pay him a salary, and then to be divided equally. When wound up there was a deficit in the partnership, and … Continue reading Hardip Singh Gill v Kulbir Singh Sandhu: ChD 26 Jan 2005
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
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
The Plaintiff’s house was damaged by roots penetrating from trees on adjoining land. At first instance, Sellers J found that the damage was caused by the trees, but they were not proven to be the property of the defendants. On appeal and after further evidence it was found that the trees had been growing for … Continue reading Davey v Harrow Corporation: CA 1957
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 claimants appealed against summary judgment striking out their claim against the first defendant firm of solicitors, on the basis that they had no real prospect of establishing that another defendant was or had held himself out to be a partner . .
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 . .
The court considered the liability of partners in a solicitors’ firm for embezzlement of client money by an employee of the firm. Once the true position became known, after many years, the client sued the surviving partners, who relied on . .
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Employer liable for employee with criminal record An employee of a firm of solicitors took pawned jewellery to show to a third party possible purchaser. The jewels were misappropriated. Held: The person involved, who was known to have a criminal record for fraud was for all relevant purposes the firm’s employee, and they had vicarious … Continue reading Bakhitar v Keosghgerian and Others: QBD 3 Dec 2003
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
Contracts between the members of a firm and third parties, and which were subject to the partnership contract, but which were expressed to be personal and incapable of assignment, were still held on trust for the partnership, and renewals made before a winding up of the partnership were also held in trust. The benefit of … Continue reading Don King Productions Inc v Warren; Roberts; Centurion Promotions Limited (Formerly Sports Network Limited); Sports Network Usa, Inc; Time Warner Entertainment Company, Lp and Sport International, Inc: CA 19 Nov 1998
Claim by drummer to have been part of a successful band (the Smiths) and entitled to a share of the partnership revenues. Judges: Waller LJ Citations: [1999] EMLR 233, [1998] EWCA Civ 1711 Links: Bailii Statutes: Partnership Act 1890 24 Jurisdiction: England and Wales Company Updated: 25 November 2022; Ref: scu.145190
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 court was asked: ‘a) Does the doctrine of marshalling permit the marshalling of securities held over property that does not belong to the common debtor? In particular, is a creditor of a guarantor entitled to marshal (or be subrogated to) securities which have been granted to another creditor of the guarantor by the primary … Continue reading Highbury Pension Fund Management Company and Another v Zirfin Investments Ltd and Others: ChD 14 Feb 2013
The question of whether persons are in partnership is a question of substance and not form: the label which the parties choose to give to their relationship is not determinative. Megarry J considered the status of a salaried partner: ‘Certain aspects of a salaried partnership are not disputed. The term ‘salaried partner’ is not a … Continue reading Stekel v Ellice: ChD 1973
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
The death of a partner caused the dissolution of the partnership. The survivors continued the partnership business on their own account. The question arose as to the entitlement of the personal representatives of the deceased partner to a share of the profits earned between the death of the partner and the winding up. Held: Romer … Continue reading Manley v Sartori: ChD 1927
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
The parties had been in partnership as doctors in general practice. The respondent challenged an order made without notice restraining actions which might inhibit the claimant operating his practice. An order dissolving the partnership had already been made. Held: In the case of a partnership an order for dissolution is the beginning of the end, … Continue reading Lie v Mohile: ChD 11 Nov 2014
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
An inalienable government contract held by one of the partners constituted a partnership asset. On the dissolution of the partnership, a value had to be given to it (since it could not be sold) and the partner who held it debited with that amount in the partnership accounts. Judges: Lord Romilly MR Citations: (1872) LR … Continue reading Ambler v Bolton: CA 1872
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
The taxpayers had challenged an assessment to VAT saying that they were not actually partners in the company assessed. The revenue countered to say that they had signed the registration form to say that they were partners. The revenue now appealed a decision in the taxpayers’ favour. Held: The appeal failed. The partners were partners … Continue reading Revenue and Customs Commissioners v Pal and Others: ChD 31 Jul 2006
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
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
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
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
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
On the dissolution of a partnership and in the absence of some agreement to the contrary, the partners have the right, and the duty, to realise the partnership properly and for the purpose of that realisation to carry on the business if it is necessary so to do. Judges: Vaughan Williams LJ Citations: [1906] 2 … Continue reading In Re Bourne: CA 1906
‘This appeal concerns the Scots law of gratuitous alienations on insolvency. It raises three principal questions. First, there is a question as to the interpretation of the term ‘adequate consideration’ in section 242(4)(b) of the Insolvency Act 1986. Secondly, there is the question whether the Inner House was entitled to interfere with the Lord Ordinary’s … Continue reading MacDonald and Another v Carnbroe Estates Ltd: SC 4 Dec 2019
English proceedings were issued to claim against a partnership. Simultaneously proceedings were issued in Greece, but the Greek proceedings were served on the London parties first. The plaintiffs in Greece asked the English court to issue a stay of the English proceedings, they having issued first in Greece. The stay was granted. There had been … Continue reading Phillips and Another v Robin James Symes and Robin Symes Ltd: ChD 9 Jul 2001
Lord Macmillan considered the construction of the word ‘person’ in the context of a partnership under Scots law: ‘The word ‘person’ is in the singular, but it includes the plural and also any body of persons corporate or unincorporate: Interpretation Act, 1889, s.1, sub-s.1(b), and s,19. In considering whether a partnership or a group of … Continue reading Income Tax Commissioners for City of London v Gibbs: HL 1942
The court considered the principles applicable in construing a partnership agreement. Harman J said: ‘The doctrine of repudiation and other contractual provisions applied to a partnership contract whether made by a deed or orally in the same way as it did to all other contracts. Equity had acted in aid of the law, and the … Continue reading Hitchman v Crouch Butler Savage Associates: 1982
No Condemnation Without Opportunity For Defence Ridge, a Chief Constable, had been wrongfully dismissed without being given the opportunity of presenting his defence. He had been acquitted of the charges brought against him, but the judge at trial had made adverse comments about his behaviour. He now accepted that he should leave, but sought to … Continue reading Ridge v Baldwin (No 1): HL 14 Mar 1963
In the absence of agreement to the contrary, if there is goodwill attached to a business, it must on a dissolution, be sold for the benefit of all partners. The court ordered ‘An account of all dealings and transactions between the Plt and Deft as co-partners, including in such account all dealings with the partnership … Continue reading Pawsey v Armstrong: ChD 1881
Judges: Longmore, Newey, Asplin LJJ Citations: [2017] EWCA Civ 1706 Links: Bailii Statutes: Partnership Act 1890 Jurisdiction: England and Wales Company Updated: 01 April 2022; Ref: scu.599368
The parties had been in business together running an Indian takeaway. The defendant bought the freehold and and purported to terminate the partnership, excluding the claimant from possession. The claimant sought orders as to the ownership of the freehold on trust for the partnership, and for accounst and otherwise. Held: The defendant had hidden his … Continue reading Rahman v Miah: ChD 19 Oct 2007
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
The claimant asserted that his partners had repudiated the partnership by their conduct toward him. He continued that he had accepted the repudiation, and that therefore the partnership was dissolved. Held: The Hurst case had been on the basis that the effect of repudiation was not in issue, but Lord Millett had questioned (obiter) whether … Continue reading Mullins v Laughton and Others: ChD 19 Dec 2002
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
Two partners had together bought several properties for development, and now disputed the interests in one of them. One partneer had dies, and the refusal of development permission and the fall in property values left the land in negative equity. The court was asked to find that a partnership existed and that the estate was … Continue reading Ketteringham and Another v Hardy: ChD 3 Feb 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
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
Approprietary remedy against Fraudulent Agent The Court was asked whether a bribe or secret commission received by an agent is held by the agent on trust for his principal, or whether the principal merely has a claim for equitable compensation in a sum equal to the value of the bribe or commission. Held: The appeal … Continue reading FHR European Ventures Llp and Others v Cedar Capital Partners Llc: SC 16 Jul 2014
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
Where other partners committed a fundamental breach of their duties as partners, that did not release the innocent partner from existing obligations of the partnership, nor from the debts of the partnership on dissolution or even accruing after . .
Claim under the Partnership Act 1890 against the Defendant, Dr Sangeeta Rathor, for a declaration that they carried on business in partnership together, an order for dissolution and for the standard accounts and inquiries. Dr Rathor denies the . .
The claimants had been clients of the defendant solicitors former firmer. A partner of the defendants had stolen large sums of money in the names of the claimants from the firm’s client account. The defendants themselves were not said to have been . .
