Specialist business partnership law solicitor.
Disputes.
Exits.
Mergers.
Sales and purchases.
LLP and partnership agreements.
If you would like a confidential, no-obligation discussion, to explore how I may be able to assist you, please contact me at Keystone Law Limited on +44 (0) 20 7100 7766 or at peter.garry@keystonelaw.co.uk. I look forward to speaking with you.
Recent posts
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Age discrimination – the practical implications of the Scott v Walker Morris LLP decision for LLPs and partnerships, and their members or partners
Introduction Last year’s decision of the Employment Tribunal in Scott v Walker Morris LLP sheds light on steps that LLPs and partnerships ought to be taking in relation to their retirement provisions and how they deal with partners or LLP members (all referred to in this article as “partners”) who do not wish to retire….
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Cobden v Cobden – Syers v Syers revisited – open market sale of partnership farm or buy out by one partner?
The recent case of Cobden v Cobden [2024] explores the jurisdiction of the court in a partnership dissolution to permit one partner to buy out the other, rather than ordering a sale of partnership assets and division of the proceeds. The judgment contains a comprehensive review of the law relating to Syers orders, including in…
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Partnership dissolution – can it be used to “exit” a partner?
Partnership dissolution is often misunderstood, not only as to what it entails, but also as to what the outcomes may be. When partners seek to “weaponise” the dissolution of a partnership, as a means of taking a business forward, while leaving one of the partners behind/excluding him from further participation, further important considerations arise.
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£3.4m LLP member whistleblowing claim permitted to proceed
Losses resulting from expulsion following whistleblowing can be very substantial, and there is no statutory limit on the amount of compensation that can be awarded.
But in some cases the expulsion of the whistleblower may:
- be based (at least on the face of the expulsion documentation) not on the whistleblowing, but on different, lawful grounds, or
- be achieved by way of resolution of the other members under the terms of the LLP deed, under provisions requiring no grounds to be stated.
In such circumstances it may be argued by the continuing LLP members that the chain of causation between the whistleblowing and the whistleblower’s loss brought about by the expulsion of the whistleblower has been broken, and that accordingly no recoverable loss arises.
The Court of Appeal decision earlier this year in Wilsons Solicitors & others v Roberts brings such scenarios sharply back into focus.
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The advantages of derivative claims over unfair prejudice petitions
An LLP member or company shareholder:
- who is in the minority and thus outvoted, and
- whose co-proprietors have misused or misappropriated business assets (including the misdirection of corporate opportunities),
may in some circumstances be able to pursue a claim against his co-proprietors on behalf of the LLP or company (even though the LLP or company is otherwise controlled by the misbehaving majority), in order to seize back the assets and/or to recover compensation for the LLP or company. Furthermore the LLP or company might well be ordered, at the outset of the claim, and throughout the conduct of the claim, to pay most of the member/shareholder’s legal costs incurred in bringing the claim.
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The evolution of the partnership and the predator partner
(This article was first published on the Kluwer Mediation Blog on 7 March 2017)
…the typical all-powerful and largely irreplaceable partner of yore has evolved to become a powerless, placeholder partner, keeping the chair warm for the next incumbent of his post. He is the counterpoint to, and the prey of, the predator partner.
This has radically altered how many partnership disputes, especially in the professions, tend to arise and are resolved.
