Book Review
Partnership Law, Mark Blackett-Ord, Sarah Haren KC and Mark Roper (7th edn, Bloomsbury Professional 2025), 1432pp., hardback, ISBN: 9781526530387. Also available as an Ebook (Epub&Mibi ISBN: 9781526530394 / PDF: 9781526530400).
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. 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 the same as in the previous edition. This continuity is unsurprising given that the book has been regularly updated throughout its life (seven editions in 25 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 group and corporate partnerships), the partnership agreement, partnership assets and liabilities, capital, the perennially 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.
As well as a chapter on LLPs, there is also a chapter on limited partnerships. The update to this in the light of the extensive revisions (not yet in force) made by ECCTA 2023 to the Limited Partnerships Act 1907 consists of just one paragraph, although this provides a useful summary. However, the revised text of Act is included in full in the Appendixes.
There are substantial footnotes (albeit continuing to be placed at the end of each section rather than each page, which would be more helpful) directing the reader to relevant primary sources. As with its competitor texts, this reviewer would have preferred more references to supplementary secondary sources for an academic audience. However, as with those competitors, 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 2020, including the important cases of Morton v Morton (on the interplay between ss42(1) and 42(2) of the Partnership Act 1890 on the entitlement of outgoing partners), Frontiers Capital I Limited Partnership v Flohr (on the power of partners under s38 to bring claims on behalf of the partnership after dissolution, where this was necessary to wind up the partnership), and Procter v Procter (on the entitlement of retiring partners under ss42 and 43 to be bought out by the continuing partners, and how the share should be valued).
This 7th edition of Blackett-Ord, Haren and Roper thus continues to provide a comprehensive and authoritative source of reference for academics, postgraduate students and practitioners in this area of law.
It is worth saying that this text should be regarded as complementary, rather than an alternative, to the other major works: Lindley & Banks on Partnership; Callman et al LLP and Partnership Law: A legal and practical guide; Morse and Braithwaite Partnership & LLP Law; and Whittaker and Machell The Law of Limited Liability Partnerships. First, there are the big differences in coverage; for example, Blackett-Ord covers LLPs in a single chapter, Morse covers them at greater length, Callman substantially more, and of course Whittaker still more, while Lindley does not cover them at all. Equally, tax is not covered in Blackett-Ord (or Morse) whereas it is in Lindley (in depth), Callman, and (though only LLP tax) Whittaker. Second, there are inevitably small points (but nonetheless potentially important in the right context) which not all texts will cover. Third, there is inevitably disagreement between the texts on some issues, and in such uncertain areas it is advisable to be able to consider all views. It is also is worth noting the difference in length of the substantive text – Blackett-Ord is approximately half the length of Lindley (but double the length of Morse and a third longer than Callman). While the longer texts are likely to be more comprehensive, they also increase the time taken to locate – and read – the relevant material.
An interesting discussion by Tax Policy Associates of the (apparent) possibility that the forthcoming budget will require employer NICs to be paid for all LLP members, 'The £2bn lawyer tax – should Rachel Reeves tax LLPs?', is available at:
https://taxpolicy.org.uk/2025/10/21/partnership-employer-nics-reform/
We've just received and sent out the excellent slides which accompanied the presentation by DBT/Companies House at the Conference.
If you attended the Conference and haven't received them, please check your spam filter - and if they aren't there, please email me at elspeth.berry@ntu.ac.uk.
Best wishes
Elspeth
As many Forum members know, this conference provides a unique opportunity for those practising in, researching, teaching or otherwise with an interest in partnership or LLP law, practice or policy, or related areas such as corporate law, employment, tax, and financial crime, to hear papers from leading practitioners, academics and policymakers. It is always an interesting, enjoyable and inclusive event, as demonstrated the number of delegates who return each year.
Advance registration is required. But, in order to save me from acquiring any more grey hairs, please don't leave registration until the last moment (deadline 3 September), as we need to know numbers for catering and other logistical reasons.
Please do also forward the link to your contacts and networks.
Best wishes, and look forward to seeing you there!
I've recently published an article on 'The True Nature of the LLP: Quasi-Partnership or Quasi-Company?' (2025) 1 JBL 54-89.
As with Lida's article, about which I have just posted, it is available on Westlaw, but if anyone does not have access to that database, please let me know and I'll send you a copy!
Elspeth
Dr Lida Pitsillidou, whose paper on the subject some of you will remember from a previous Conference, has just published 'Derivative Actions and LLPs: The Need for Reform' (2025) 2 JBL 123-143.
It is available on Westlaw, but if anyone does not have access to that database, please let me know and I'll if I can get you a copy!
Elspeth
The 1st Supplement was published in November 2024.
It is a substantial supplement, at over 300 pages, of which over 200 are substantive text. It is presented in the same order and format as the original edition, and the updated replacement paragraphs and footnotes are set out in full and clearly cross referenced to the originals.
The Supplement covers (amongst many other matters) recent judgment on the Syers v Syers jurisdiction (Bahia v Sidhu and Cobden v Cobden), estoppel (Merryman v Merryman and Winter v Winter), and whether a partner can be a worker (Watson v Wallwork Nelson Johnson). Its Preface also includes a brief summary of important judgments which were given too late to be included in the main body of the Supplement.
Anyone involved in writing on ECCTA 2024 or considering how and when to respond to its provisions will sympathise with the editor's difficulties arising from DBT's late announcement that the provisions on limited partnerships would not be brought into force until 2026. This announcement was made only after the editor had already written the necessary revisions on limited partnerships, but the decision was taken to defer publishing these revisions (as discussed in the Preface to the Supplement).
Please do put this date in your diary - it is always an interesting and enjoyable event, and it would be great to see as many of you there as possible.
A formal Call for Papers will be issued in due course, but if you have proposals (or requests) for topics/speakers, please email me at elspeth.berry@ntu.ac.uk.
Thank you - and best wishes for the festive season!
Elspeth Berry
Transparency International Ireland has just published a report on Weak Links: Irish Corporate Structures and Illicit Financial Flows, which contains a chapter on Irish LPs (authored by Elspeth Berry). Irish LPs are governed by a version of the 1907 Act which is almost identical to the pre-ECCTA version of the same Act in the UK.
The other chapters of the report discuss issues which also have parallels in the UK.
The report is available at:
https://transparency.ie/news_events/weak-links-facilitating-illicit-finance.