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…
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.
An LLP member or company shareholder:
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.
(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.
The case of Campbell v Campbell [2017] serves as a prime example of the need for business partners trading through any type of business vehicle to record the precise terms of their business relationship with one another at the outset. It is also a good illustration of a WATNA (worst alternative to a negotiated agreement)….
In the case of Hosking v Marathon Asset Management LLP [2016] EWHC 2418 (Ch) the court had to answer the question, “Whether the share of profits of a partner of a partnership or a member of an LLP, paid out pursuant to and in accordance with a partnership or LLP deed, can be subject to…
“…the father and son fell out, and the father decided to disinherit his son…” A share in a partnership is easy to transfer. It can be transferred by signature of a very short document. It can even be transferred by oral agreement. The assets so transferred can include land, without the usual complex formalities associated…
…Disclosure is necessary for the fair disposal of the claim to save costs… In Destiny Investments (1993) Ltd v TH Holdings Ltd shareholders in a joint venture company have been granted an order requiring auditors to disclose documents to enable a valuation to be carried out. The joint venture company was formed for the purpose…
It has become increasingly common for professional practices to find themselves in the position of having to recover substantial debts owed to the business by their partners or members. Scenarios that sometimes arise are:
LLP members might be entitled to protection under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (TUPE). This consideration is at least in part prompted by the outcome of the recent Bates van Winkelhof case in the Supreme Court.
