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.
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:
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.
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)….
I previously reported on the case of Moore v Moore (2016), in which the court ordered, based on proprietary estoppel, that a farmer’s son was entitled to take over his father’s interest in the family farming partnership, despite the fact that the father wanted to leave his interest to another family member in his will….
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…
In Re Newtons Coaches Ltd ([2016] EWHC 3068 (Ch), 29 November 2016) useful guidance has been given by Mr Registrar Jones in the Companies Court as to whether partners of an insolvent partnership may reuse its name in a subsequent business. Being involved in management Following the insolvent winding-up of their partnership under the Insolvent…
