Tina Williams, consultant at partnership law firm Fox Williams, has published a short article on 'Compulsory retirement of partners' (2020) 117(26) LSG 27. It is available online at:
https://www.lawgazette.co.uk/practice-management/compulsory-retirement-of-partners/5105046.article
Partnership & LLP Law, Geoffrey Morse and Thomas Braithwaite (9th edn, OUP 2020), 512pp., hardback, ISBN: 9780198832799. Also available as an EPUB ebook ISBN 9780192569158.
I have to confess to some nostalgic attachment to this book, which was originally aimed at undergraduate students and was first published in the year I went to university, two years before I was taught partnership law by the distinguished author, Professor Geoffrey Morse. The latest edition takes the book in a very different direction, aimed (and priced) squarely at practitioners, not students, and with the section on LLPs (which of course did not exist when the book was first written) now co-authored by barrister Thomas Braithwaite and nearly doubled in length from the previous edition. The writing style, I am pleased to report, continues to be highly accessible.
The chapter structure of the partnership section of the book, which is still its dominant part (approximately three-quarters of the text), remains the same as in the previous edition, although there are new sections on developments in Jersey (reflecting new legislation there) and the powers of the court in respect of the assets on winding up (reflecting the judgment in Campbell v Campbell). It thus covers the formation of a partnership, ‘legal controls’ such as the business names legislation and caselaw on restrictive covenants, partners’ relationships inter se and with third parties, partnership property, dissolution and winding up, and insolvency. There is a separate chapter on limited partnerships. Perhaps surprisingly given that Professor Morse is also an expert in taxation law, there is no chapter on taxation.
The contents list now includes the all the subheadings within chapters, rather than only the main ones, which is helpful in navigating the book, and there continues to be a detailed index. However, the lowest level subheadings within the chapters are no longer in italics and are therefore rather too easy to miss.
Although is only four years since the previous edition was published, the thorough updating includes an impressive number of new cases, including Hosking v Marathon Asset Management on the availability of the equitable remedy of forfeiture as applied to the share of profits of a partners or LLP member, Braganza on reasonableness in decisionmaking, Bhayani v Taylor Bracewell on goodwill, Ingenious Games v HMRC on the meaning of a view to profit, and Goldup v Cobb on partnership assets. Consistently with previous editions, the partnership section continues to incorporate a global perspective on partnership law developments, with substantial inclusion of caselaw from other, particularly common law, jurisdictions.
The much expanded section on LLPs continues to include chapters on the corporate structure and membership but now includes a separate introductory chapter and separate chapters on the rights and duties of membership, the LLP Agreement, decisionmaking, termination of membership, and insolvency and dissolution. In all of these the former coverage has been much expanded, reflecting the increasing importance of LLPs as the primary vehicle for professional service firms, and a significant vehicle for investment and financial services.
International law firms Ogier, and Carey Olsen, have published short articles on forthcoming regulations in Jersey which will allow certain overseas limited partnerships to be apply for a certificate of continuance and be treated as Jersey limited partnerships. The articles are available at:
https://www.ogier.com/publications/migration-of-foreign-limited-partnerships-into-jersey
https://www.careyolsen.com/briefings/jersey-introduce-statutory-migration-regime-limited-partnerships-jersey
Owing to the constraints of the current coronavirus crisis, we have decided that a shortened version of this year’s conference will be held online and will be free to attend. We hope this will enable even more delegates to attend.
Details will be announced in due course, but please do put the date – Thursday 17 September 2020 – in your diary if you have not already done so.
We hope to be back with our usual collegiate and friendly face-to-face conference in 2021.
A short article by Dirk Van Gerven of the Brussels office of law firm NautaDutilh on Belgian partnerships, 'Acting for and Against a General Partnership Before the Courts', is available at:
https://www.e-nautadutilh.com/135/4100/landing-pages/news-item.asp?sid=76370b83-dec6-42c2-833c-93c1452f1a55
Andrew Constable, a tax partner at Moore Kingston Smith LLP accountants, has published a useful 4 page introduction to/summary of partnership and LLP taxation issues, including income tax, capital gains tax, inheritance tax and stamp duty land tax.
The article is 'Pride and Partnerships' (2020) 185(4748) Taxation 12 and is at:
https://www.taxation.co.uk/articles/tax-transparency-of-general-and-limited-liability-partnerships
If you do not have subscriber access to this journal, you can register for two weeks' free access.
The Indian law firm Khaitan & Co has published a short article on Guru Nanak Industries and Another v Amar Singh, in which the Indian Supreme Court discussed the distinction between partner retirement from an ongoing partnership, and partnership dissolution. The article is at:
https://s3.amazonaws.com/documents.lexology.com/b6bfa384-c06c-403f-b386-dd97b6c64c86.pdf?AWSAccessKeyId=AKIAVYILUYJ754JTDY6T&Expires=1591960858&Signature=gooCstQKmlu3eGRulx6V3QZ5Fpc%3D
The Australian law firm Clayton Utz has published a short article on Commissioner of State Revenue v Rojoda Pty Ltd, in which the Australian High Court confirmed that a partner's interest in partnership property is unascertained. The article is at:
https://www.claytonutz.com/knowledge/2020/may/the-high-court-revisits-the-law-relating-to-partnerships