Hold the date! Third Annual Partnership Forum Conference 17 September 2020 (Nottingham)

If you are interested in attending, please pencil the date in your diary and watch this space! I hope to confirm the date (and provide some further details) in the New Year.

Summaries of partnership regulation in India, Mexico, Saudi Arabia and Switzerland

Lexology has published some potentially useful summaries of partnership regulation (as opposed to structures, as per some previous posts) in different countries.

India - https://www.lexology.com/library/detail.aspx?g=1d4476df-14a7-461a-bcf7-654a9dabe92e&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2019-12-20&utm_term=

Mexico - https://www.lexology.com/library/detail.aspx?g=8b15290e-9ba8-4cf2-ab0f-4616f477947c&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2019-12-20&utm_term=

Saudi Arabia - https://www.lexology.com/library/detail.aspx?g=7bcc1b84-3116-4201-a5ce-34f6813abb15&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2019-12-20&utm_term=

Switzerland - https://www.lexology.com/library/detail.aspx?g=739d5a84-1e0a-47cf-a66c-551b28be25dc&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2019-12-20&utm_term=

(if you need to subscribe to Lexology to access it, it is free do do so - see further https://www.lexology.com/account/rss)

Summaries of partnership regulation in Brazil, Colombia and France

Lexology has published some potentially useful summaries of partnership regulation (as opposed to structures, as per some previous posts) in different countries.

Brazil - https://www.lexology.com/library/detail.aspx?g=39f1c99d-a58b-4324-badd-96b98c83b5dc&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2019-12-13&utm_term=

Colombia - https://www.lexology.com/library/detail.aspx?g=6223b6f9-2670-4566-ad34-ae8980010670&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2019-12-13&utm_term=

France - https://www.lexology.com/library/detail.aspx?g=a56c3f11-48a5-4e09-b6bd-ef0da92479cb&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2019-12-13&utm_term=

(if you need to subscribe to Lexology to access it, it is free do do so - see further https://www.lexology.com/account/rss)

US case on derivative claims on behalf of LLCs

In the recent US case of Hopkins v Ackerman the court ruled that derivative claims* could not be brought on behalf of an LLC which had been cancelled.**

Commentary on the case by US law firm Patterson Belknap can be found at:

https://www.pbwt.com/ny-commercial-division-blog/commercial-division-closes-door-to-derivative-claims-on-behalf-of-cancelled-llc/

* A derivative claim is one brought by a member of a firm on its behalf when a wrong has been done to the firm but the firm itself has not taken action against the wrongdoer (often because the wrongdoer controls the firm). In the UK, a derivative claim may be brought in the name of an LLP pursuant to the exceptions to the rule in Foss v Harbottle, or in the name of a company pursuant to ss260 et seq of the Companies Act 2006 - provisions which have not been applied to LLPs, hence the continued application of the common law).

** Cancellation is the final stage in the termination of a US LLC after dissolution and winding up.

UK case on duration of a partnership, partnership property and unjust enrichment of one partner at the expense of another

Smith and Patrick v Crawshaw [2019] EWHC 2507 (Ch)

This case involved a property development partnership which was carried on between the  testatrix and the defendant. It was dissolved by the death of the testatrix, and the executors of her estate brought a number of claims against the defendant. The following elements of the judgment are of particular interest to partnership lawyers.

First, the court held that there was only one partnership. There was no evidence of any dissolution of the original partnership after the first development project had been completed, and a number of other projects were carried out subsequently under the provisions of the original agreement. The fact that a new agreement was reached subsequently was not inconsistent with a continued partnership.

Second, the property acquired in the defendant’s sole name was a partnership asset because the purchase money came from partnership funds and s21 of the Partnership Act provided that unless the contrary intention appeared, property bought with partnership money was deemed to be bought on its account.

Third, the court rejected the defendant’s claim for restitution for unjust enrichment for his work for the partnership, because s24(6) of the Partnership Act provided that in the absence of any contrary agreement no partner was entitled to remuneration for acting in the partnership business, and in any event the enrichment here was not unjust because the defendant’s services were specified in the agreement and had been remunerated by the profit share set out in that agreement.

New case on winding up of qausi-partnership companies

Tarloch Singh Badyal v Malkiat Singh Badyal and others [2019] EWCA Civ 1644

This case involved an appeal against the refusal of the High Court to order the winding up under s122(1)(g) of the Insolvency Act 1986 (IA 1986) of a ‘quasi-partnership’ company (i.e. a company that was in substance, though not in form, a partnership) owned by three brothers and their father.

The Court of Appeal noted Lord Lindley’s comments in his Treatise on the Law of Partnership cited in Re Yenidje Tobacco Co Ltd [1916] 2 Ch 426, that the court must be satisfied that that it was impossible for the participants to place the confidence in each other which they had a right to expect, and that such impossibility had not been caused by the person seeking to take advantage of it. A breakdown in mutual trust and confidence was only one of three relevant factors referred to by Lord Wilberforce in Re Westbourne Galleries [1973] AC 360, and the appellant’s behaviour lacked the other two, probity and good faith, principally because of his involvement in a competitor company. Where a petitioner was solely responsible for a breakdown in confidence because of his own misconduct, he did not qualify for relief under s122.

Note also David Milman's recent article ‘Legal characterisation of commercial relationships in the UK: the quasi-partnership example' (2019) 40(10) Company Lawyer 312.

Summary of partnership structures in India

There is a useful article on Lexology discussing different types of partnership structure in India. It is another in the Lexology series summarising different types of partnerships in  particular countries.

The article is entitled 'Formation of partnerships in India' and is authored by a lawyer at the Indian law firm Clasis Law.

It is at

https://www.lexology.com/library/detail.aspx?g=a6974aea-ae47-457c-8dc4-0dea92b2050e&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2019-11-22&utm_term=

(if you need to subscribe to Lexology to access it, it is free do do so - see further https://www.lexology.com/account/rss)

Summary of partnership structures in Mexico

There is a useful article on Lexology discussing different types of partnership structure in Mexico. It is another in the Lexology series summarising different types of partnerships in  particular countries.

The article is entitled 'Formation of partnerships in Mexico' and is authored by a lawyer at the Mexican law firm Leal Isla & Horváth

It is at

https://www.lexology.com/library/detail.aspx?g=0132a9de-51bc-44ca-833d-9fe13d62879d&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2019-11-22&utm_term=

(if you need to subscribe to Lexology to access it, it is free do do so - see further https://www.lexology.com/account/rss)

Summary of partnership structures in Saudi Arabia

There is a useful article on Lexology summarising partnership structures in Saudi Arabia. It is another in the Lexology series summarising different types of partnerships in particular countries.

The article is entitled 'Formation of partnerships in Saudi Arabia' and is authored by lawyers at King & Spalding LLP. 

It is at

https://www.lexology.com/library/detail.aspx?g=c04fbcfb-851d-4053-a26f-da369b913a1b&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2019-11-22&utm_term=

(if you need to subscribe to Lexology to access it, it is free do do so - see further https://www.lexology.com/account/rss)

Summary of partnership structures in Switzerland

There is a useful article on Lexology discussing partnership structures in Switzerland. It is another in the Lexology series summarising different types of partnerships in particular countries.

The article is entitled 'Formation of partnerships in Switzerland' and is authored by lawyers at Swiss law firm FRORIEP. 

It is at 

https://www.lexology.com/library/detail.aspx?g=f2eade43-2a59-488d-99fb-f638ad067e1e&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2019-11-22&utm_term=

(if you need to subscribe to Lexology to access it, it is free do do so - see further https://www.lexology.com/account/rss)

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Second Annual Conference of the Partnership, LLP and LLC Law Forum 10 January 2019

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