Book Review: Partnership Law

Partnership Law, Mark Blackett-Ord and Sarah Haren (6th edn, Bloomsbury Professional 2020), 1304pp., hardback, ISBN: 9781526508423. Also available as a PDF ebook 9781526508447 and as an EPUB ebook ISBN 9781526508430. 

The latest edition of this book, co-authored by leading barristers in the area of partnership law, is available in hard copy or as an e-book. It updates what was already a well-respected and authoritative text, regularly cited in court judgments. Although the first edition (1997) predated the introduction of LLPs, and despite the title, this text contains a substantial chapter on LLPs. In this respect it offers an advantage over its main competitor, Lindley & Banks on Partnership, which covers LLPs only in passing. However, it does not deal with taxation, which Lindley deals with in some detail.

The chapter and section structure of the book remains almost the same as in the previous edition, although there is now a useful section on derivative actions in the LLP chapter, reflecting the judgment in Harris v Microfusion (2016). This continuity is unsurprising given that the book has been regularly updated throughout its life (six editions in little over 20 years) and one would not expect radical changes to the format at this stage. The book continues to provide an extensive analysis of the law relating to all aspects of a partnership’s life, from whether and when it exists and whether a person is a partner (including chapters on capacity to be partner, illegal firms and holding out), to dissolution (three chapters) and insolvency (two chapters).

Chapters 2-18 are largely concerned with the relationship of partners inter se (with the arguable exception of the chapter on holding out of persons as partners), and cover partnership structures (including corporate partnerships), the partnership agreement, partnership assets and liabilities, capital, the tricky issue of a partner’s share in the partnership, the duty of good faith, management, discrimination, internal disputes and remedies, and the enforcement of those remedies. Chapters 19-23 cover relations with third parties, including partner liability, litigation by or against third parties, and insolvency. The detailed treatment of insolvency is something which is sadly likely to become more relevant in the near future, as the economic effects of the current pandemic become clear.

The structure of the book thus differs significantly from Lindley, which includes one very lengthy chapter on partnership agreements dealing with a range of material on the internal relationship between partners, some of which is also discussed in separate chapters, and which thus requires extensive cross referencing. In contrast, the chapter on partnership agreements in this book takes the opposite approach, being less than 20 pages long and dealing only with the bare essentials, including minimum terms, construction, variation and clauses which may be void or unenforceable in certain circumstances.

As well as a chapter on LLPs, there is also a chapter on limited partnerships, which has been updated to reflect the introduction in 2017 of the private fund limited partnership (PFLP) (discussed in the review of Lindley on this website) and the extensive modification of the provisions of the Limited Partnerships Act 1907 for PFLPs (though not, regrettably, for common-or-garden limited partnerships).

There are substantial footnotes (albeit rather quirkily placed at the end of each section rather than each page) directing the reader to relevant primary sources although, as with Lindley, this reviewer would have preferred more references to supplementary secondary sources for an academic audience,. However, as with Lindley it is acknowledged that this is a text aimed at (and used extensively by) legal practitioners.

The Appendices contain the key pieces of partnership legislation (the Partnership Act 1890, the Limited Partnerships Act 1907, the Limited Partnerships (Forms) Rules 2009, the Partnerships (Accounts) Regulations 2008, and the Insolvent Partnerships Order 1994) and two of the three key pieces of LLP legislation (the LLP Act 2000 and the LLP Regulations 2001). The LLP Regulations 2009 are inevitably omitted given their length (which stems from the fact they are devoted to applying provisions of the unfortunately lengthy Companies Act 2006). The Appendices also include the Company, LLP and Business Names Regulations 2009, the joint BVCA and HMRC statement 1987 which did so much to encourage the use of limited partnerships as tax avoidance vehicles by confirming that a limited partnership used as a venture capital investment fund would be treated for tax purposes as tax transparent, and (purely for historical interest) the now repealed Law of Partnership Act 1865.

This new edition includes an explanation and analysis of relevant legislative and jurisprudential developments since the previous edition in 2015, including the PFLP legislation, the Insolvency Rules 2016 (repealing and replacing the 1986 Rules) which apply also to individuals and companies and which provide much of the detail of insolvency proceedings, and the important case of Flanagan v Liontrust (on the repudiation of an LLP agreement, discussed in the review of Palmer’s Limited Liability Partnership Law on this website)

This sixth edition of Blackett-Ord and Haren thus continues to provide a comprehensive and authoritative source of reference for academics, postgraduate students and practitioners in this area of law. It should not be regarded as an alternative to Lindley, but as complementary to it (and vice versa). First, there are the big differences in coverage; the inclusion of a particularly useful chapter in LLPs in Blackett-Ord but not in Lindley, and the extensive tax coverage in Lindley which is missing from Blackett-Ord. Second, there are inevitably small points (but nonetheless potentially important in the right context) which only one text covers; for example, the possible legislative error in the grounds for a partner to obtain leave of the court to petition for the winding up of a small partnership is mentioned in Blackett Ord but not Lindley. Finally, there is inevitably disagreement between the two texts on some issues; for example, on the application of the doctrine of repudiation to two-partner firms, or to multi-partner firms when the disputing partners fall into more than two camps.

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

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