Book Review: Twomey on Partnership

Twomey on Partnership, Michael Twomey, Maedhbh Clancy (ed) (2nd edn, Bloomsbury Professional 2019), 1200pp., hardback, ISBN: 9781526504852. Due to be available in various e-book formats from early April.

The long anticipated second edition of this text, published 19 years after the first, continues to be the only book on Irish partnership law. That alone would make it significant but, more importantly, the author (currently a High Court judge) brings to bear his extensive experience as a solicitor practising solely in partnership law, and also as an academic, to produce a comprehensive, detailed and authoritative text. The new edition also benefits from the editorship of a senior solicitor with expertise in partnership law.  

Irish partnership law is based on the UK’s Partnership Act 1890 and Limited Partnerships Act 1907 (without the later changes to these Acts made by the UK, particularly the introduction of private fund limited partnerships (PFLPs)), but with the addition of investment limited partnerships (ILPs) under the Investment Limited Partnerships Act 1994 and now limited liability partnerships (LLPs), ‘legal partnerships’ and multi-disciplinary partnerships (MDPs) under the Legal Services Regulation Act 2015. Unsurprisingly, therefore, this book contains ample reference to UK jurisprudence, which will assist those familiar with UK law to draw comparisons. Further, the text notes that ‘there is arguably no other branch of law which is so similar north and south of the border’ and therefore that decisions of the Northern Irish courts should be treated as being of ‘a strongly persuasive nature’ in Ireland and vice versa, and so the book will be of interest not only to partnership lawyers and academics in Ireland, but to those in Northern Ireland and the rest of the UK. That said, it must be remembered that there are differences; for example the twenty-partner limit (subject to exceptions for some professions) which was abolished in the UK in 2002 still applies in Ireland, and Irish partnerships can only be wound up under the companies legislation if there are eight or more partners (whereas this apparently arbitrary limit only affects UK partnerships to the extent that leave of the court is required for smaller partnerships to petition for winding up without concurrent petitions against the partners).

The basic structure of the second edition is the same as the first. It is divided into five broad thematic parts, each containing chapters on one of those themes. The Nature of a Partnership includes a detailed account of the definition and characteristics of a partnership, including a useful examination of the circumstances in which a partnership is treated in law or commercially as a separate entity, the capacity to be a partner, and types of partners and partnerships (including a section on ‘quasi-partnership’ companies). Relations Between Partners and Third Parties explains both liability issues and litigation, and Relations between Partners Inter Se discusses management and financial rights, fiduciary duties, property, capital, goodwill and litigation (though not alternative dispute resolution), and includes an interesting chapter on the difficult issues concerning the nature of shares in a partnership and dealing with them. It also includes a detailed chapter explaining the recommended contents of a partnership agreement and – unusually – a chapter on competition law as it applies in particular to a partnership agreement or on the sale of a partnership. Dissolution of Partnerships includes chapters on judicial and non-judicial dissolution and winding up, and a chapter on bankruptcy (which also includes the winding up of certain partnerships under the companies legislation. Finally, Limited Partnerships includes chapters on limited partnerships and ILPs. It also includes a new chapter on the three new types of partnership: LLPs, ‘legal partnerships’ and MDPs. However, this edition no longer includes appendices containing the key pieces of partnership legislation, which were included in the first edition.

This edition has been fully updated to include key Irish cases since 2000 including McAleenan v AIG, Quigley v Harris, and Cronin v Kehoe as well as cases from the UK.  

McAleenan v AIG [2010] IEHC 128 concerned the disputed partner/employee status of the claimant, who worked for a firm of solicitors which had a sole principal. In holding that she was not a partner, despite her having indicated that she was a partner to the Law Society of Ireland and on her practising certificate applications, the insurance proposal referring to two partners, and her name being included on the firm’s notepaper, the court approved the UK authority of Stekel v Ellice that it was the substance of the relationship rather than the label which was important.  The court was influenced by the fact that she had joined the firm as an employee and had remained subject to PAYE (the ‘pay as you earn’ method of taxation applicable to employees), the parties had discussed but never reached agreement on the terms of a partnership between them, when the business name of the firm was changed it was registered to the principal not a partnership, the claimant was given a P45 (a tax document issued by employers to employees when the employment ends) when she left the firm, and the firm’s bank account remained in the sole name of its principal.

In Quigley v Harris [2008] IEHC 43 the question arose whether a partner in a limited partnership formed under the law of the Cook Islands was entitled to the tax relief which Irish legislation awarded to a limited partner, defined as including ‘a person who carries on the trade as a general partner in the partnership otherwise than as an active partner’. The court held that since his liability was not unlimited under the law of the Cook Islands, he could not be a ‘general partner’, as the defining feature of that status was unlimited liability. He was therefore not entitled to the tax relief in question.

Cronin v Kehoe [2012] IEHC 373 concerned the winding up of a partnership which had dissolved prior to the expiry of its five-year fixed term, on the death of one of the two partners, Cronin. Section 42(1) of the Partnership Act 1890 provided that in the absence of a settlement, a partner’s estate was entitled to the share of post-dissolution profits attributable to the use of his share of the partnerships assets, or to 5% interest on that share. The court held that since Cronin had brought no assets into the partnership, his estate’s claim under s42 failed. However, Cronin had agreed to pay Kehoe in instalments for the goodwill which Kehoe had brought into the partnership, and the court held that the balance unpaid at Cronin’s death remained payable by his estate to Kehoe’s estate (Kehoe himself having died by the time these proceedings arose) because Cronin had agreed to pay the full premium in return for admission to the partnership, and Kehoe had not agreed to forego any part of it in the event of early dissolution caused by Cronin’s death. The court also noted that although s40 of the Partnership Act 1890 did not apply here, because it only enabled the court to order repayment of a premium where the partnership was dissolved before expiration of its fixed term otherwise than by the death of the paying partner, the result of s40 was that a deceased partner’s estate could not claim repayment of the premium, and it was therefore logical that any unpaid premium remained due from such an estate.

This edition also reflects the enactment of the Companies Act 2014, under which certain partnerships can be wound up, and the Legal Services Regulation Act 2015, as well as discussing the proposed changes to the Investment Limited Partnerships Act 1994.

The Legal Services Regulation Act 2015 provides for the introduction of an Irish LLP which is very different to a UK or US LLP, because its members must all be solicitors or barristers. Readers may recall that although the UK LLP was originally intended to be available only to members of the professions - though never only to lawyers, the legislation as enacted made it available for the carrying on of any lawful business. The 2015 Act also provides for a ‘legal partnership’, which is a partnership between barristers, or between barristers and solicitors; and for an MDP, which is a partnership between lawyers (barristers or solicitors) and non-lawyers. These provisions have not yet come into force.

The ILP, a limited partnership whose business is the investment of its funds in property and which is supervised by the Central Bank of Ireland as an alternative investment fund (AIF) within the Irish legal framework for AIFs as derived from EU law, has not been particularly successful, with only seven ILPs currently registered.  However, the Irish government has drafted the Investment Limited Partnership and Irish Collective Asset-management Vehicle (Amendment) Bill 2017 to align the ILP with EU Directive 2011/61 on alternative investment fund managers and to enhance Ireland’s attractiveness to funds. As yet this has been drafted only in principle rather in detail.

This edition also contains a brief explanation of registered family partnerships and registered family succession partnerships, which were introduced in 2015.  These enable general partnerships which are used for farming businesses and meet certain other criteria to be registered with the Ministry of Agriculture, Food and Marine, and they then receive various financial incentives.

The book is highly readable, being clearly written throughout. The frequent use of chapter subheadings is very helpful, as is the clarity of those subheadings (for example ‘Salaried Partners Have the Worst of Both Worlds’, ‘Goodwill can be Partnership Property if Excluded from Accounts’, and ‘Most of the 2015 Act has not yet been Commenced’). Together with the detailed contents list and index, these aid the location of particular material by the reader. There are comprehensive footnotes directing the reader to relevant primary sources, and often providing further information, although greater use of cross references to discussion of material elsewhere in the book would be useful.  There are some references to academic commentary, and although it would be helpful for an academic audience if there were more, in fairness this is a text aimed primarily at legal practitioners.

In summary, this is not only an essential reference text for all Irish partnership practitioners and academics, but a valuable and recommended resource for their counterparts in the UK.

New UK partnership case on variation of partnership agreements

Dakshu Patel v Kesha Patel [2019] EWHC 298 (Ch)
This case involved a challenge to an arbitrator’s award in relation to the profit shares in two partnerships which each had the same two partners. The arbitrator had found that although both partnership agreements provided for the two partners to share profits and losses equally, one agreement had been varied by a course of conduct, and the other had been varied by agreement, with the result that the defendant was entitled to 100% and 65% of the profits respectively.

The court upheld the claimant’s challenge. As to the alleged variation by agreement of the terms of one partnership, there was insufficient evidence that the claimant had offered to vary the agreement. As to the variation of the terms of other by a course of conduct, s19 of the Partnership Act 1890, which provided for a partnership agreement to be varied by unanimous consent either express or inferred from a course of dealing, required the parties to have reached a consensus. Thus, for conduct to have resulted in an agreed variation, it would need objectively to be capable of unambiguous interpretation as evincing an intention to vary the terms which was then acceded to (see, for example, Joyce v Morrisey [1999] EMLR 233 and Hodson v Hodson [2010] PNLR 8). Although the claimant had instructed the accountant that the defendant was to receive 100% of the profits of the partnership for two years, and had signed the accounts, this merely meant that he had waived his share in two accounting periods and could not objectively be interpreted as him giving up his rights to share in profits for any longer period.  Indeed, the partnership agreement expressly provided that failure or delay by a partner in enforcing a term would not affect his right to enforce it later, and that any variation of the agreement must be in writing and executed as a deed. The court noted that even if the conduct could have given rise to a variation, consideration would have been required (Joyce v Morrissey), for example in the form of an agreement not to terminate the existing partnership if new terms were agreed.

New German law to enable UK companies to avoid compulsory partnership status post-Brexit

There is an interesting article on Lexology by CMS Germany ‘Law passed to prepare UK limited companies in Germany for possible Hard Brexit’.  It refers to the possibility of UK limited companies being treated as partnerships in Germany (and members therefore being at risk of personal liability) in the event of a no-deal or ‘hard’ Brexit – because in that event they would cease to have the freedom of establishment in other EU Member States under EU law. In response, a new German law has been passed to make it easier for UK companies to become German legal entities and thus to continue to trade in Germany with limited liability for members.

The article is at

(if you need to subscribe to Lexology to access it, it is free do do so - see further

Legal developments in Jersey - new LLC law (not yet in force) and revised LLP law

Limited Liability Companies (Jersey) Law 2018

Jersey has introduced a new LLC form which, like a Jersey LLP, has separate legal personality but no corporate personality. LLCs are common in the US and the new vehicle is apparently intended to attract US business, investors and fund managers to a familiar vehicle. The Limited Liability Companies (Jersey) Law 2018 - which is not yet in force but is expected to come into force during 2019 - is available at:

Limited Liability Partnerships (Jersey) Law 2017

Jersey has also revised its LLP legislation (previously the Limited Liability Partnerships (Jersey) Law 1997 (, which provided impetus for the UK itself to introduce LLPs in 2000). All existing Jersey LLPs are now governed by the Limited Liability Partnerships (Jersey) Law 2017 (which came into force in August 2018). The revisions include:

  • removing the requirement that members must contribute skill and effort to the business (so it is clear that an LLP can be used as an investment vehicle) and replacing it with a requirement that members must contribute either skill and effort or capital;
  • allowing assignment of a member's interest (if permitted by the LLP agreement);
  • replacing the requirement to have at least two designated members who have additional responsibilities in relation to statutory filing requirements with a requirement to have an LLP secretary.  

The Limited Liability Partnerships (Jersey) Law 2017 is available at:

There are also new LLP Regulations concerning dissolution and insolvency at:

UK business statistics

As I have previously discussed with colleagues, it can be difficult to find information on numbers of partnerships and other UK businesses.  The main source is the Business Population Estimates, which is published annually  - latest edition at - and information on methodology at

The House of Commons Library has now published a useful statistical analysis at:

Consultation on the reform of UK limited partnerships: government response published

The UK government's response to the consultation on the Reform of Limited Partnerships has been published at

The consultation resulted from concerns that limited partnerships in the UK and in particular in Scotland (where partnerships have legal personality, which they do not in England and Wales or Northern Ireland) were being used to facilitate international money laundering and other illegal activities.

The government now proposes the following:

* applicants to register LPs must demonstrate that they are registered with an anti-money laundering (AML) supervisory body, and applications from overseas will be subject to equivalent standards - although the government is still considering how this might be achieved.

* LPs will need to demonstrate an ongoing link with the UK in the form of a principal place of business in the UK, a legitimate business activity in the UK, or continuing engagement with a UK AML supervisory body.

* all UK LPs will have to file an annual confirmation statement (rather than, as at present, only certain Scottish partnerships). This will include additional information not currently required to be registered, such as the date of birth and nationality of all partners.

* the Registrar will be given power to strike off LPs which have dissolved or are not carrying on business.

It is not clear whether the government intends to apply to the requirement to register Persons with Significant Control (PSC) over the partnership to all LPs (rather than, as at present, only certain Scottish partnerships).

The government has rejected the possibility of all partnerships having to file accounts (rather than, as at present, only those whose general partners are all either limited companies or unlimited companies/Scottish partnerships whose members are all limited companies).

The response states that the government will legislate "when Parliamentary time allows" - but when that will be is anyone's guess, given the ongoing Brexit shenanigans

Book Review: Palmer’s Limited Liability Partnership Law

(with apologies for the delay!)

Palmer’s Limited Liability Partnership Law, Geoffrey Morse, Paul Davies, Ian Fletcher, David Milman, Richard Morris, David Bennett and Peter Bailey (eds) (3rd edn, Sweet & Maxwell 2017), 1294pp., hardback, ISBN: 9780414056947.

The editorial team for this book reads as a ‘Who’s Who’ of the partnership and LLP law world, and provides a guarantee that the text will be both authoritative and comprehensive.

In 2011, when the previous edition of this book was published, LLPs had only been available in the UK for ten years, and there had been a relatively slow take-up of the entity during its earliest years.  However, by the time of this new edition, the entity had almost doubled in age and vastly increased in number, resulting in a considerable increase in the number of cases coming before the courts and consequent development of the law governing LLPs. The expanding nature of the subject is, unsurprisingly, mirrored in an increase in the size and coverage of this volume. It is not available as an e-book despite the availability in that format of its chief competitor, Whittaker and Machell’s The Law of Limited Liability Partnerships.

The basic structure of the book remains the same as in the previous edition. The first part, accounting for approximately one-third of the total book, consists of a detailed explanation of the law relating to all elements of an LLP’s life, from formation to winding up and insolvency, including chapters on the nature of the LLP, public disclosure, accounting and auditing requirements, the relationships between LLPs and their members and between LLPs and outsiders, minority protection of LLP members and exit procedures, borrowing and security, arrangements and reconstructions, and insolvency and disqualification. However, more of the subheadings within the chapters are now included in the Contents list, which is helpful when it comes to locating material, although the use of paragraph numbers rather than page numbers can slow down the process of locating material.

The second part of the book continues to include the key pieces of LLP legislation, now updated to include the various statutory instruments which have been adopted since the previous edition, including the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016.

More notably, the third and fourth parts of the book set out versions of the key corporate statutes (including the Insolvency Act 1986) which have been amended by the editors to reflect the modifications to, and omissions from, those statutes made by the LLP legislation. These versions thus show how the corporate statutes apply to LLPs. As the editors rightly note, these resources ‘are of course a substitute for what a first world government ought to provide itself for its people’ – but given that the UK government has failed to provide them, their provision in this book is valuable, particularly given the difficulties encountered by anyone attempting to comprehend the law by cross referring between the corporate statutes and the modifications and omissions listed in the LLP legislation.

Other new material includes discussion of a number of significant judgments, including F & C Alternative Investments (Holdings) Ltd v Barthelemy [2011] EWHC 1731, in which the court held that LLP members did not, merely by virtue of that status, owe fiduciary duties to the LLP; Clyde & Co LLP and another v Bates van Winkelhof v [2014] UKSC 32, Tiffin v Lester Aldridge [2012] EWCA Civ 35 and Reinhard v Ondra LLP and others  [2015] EWHC 26 (Ch) in which the courts battled with the difficult question of whether an LLP member could also be a ‘worker’ for the purposes of employment protection legislation; and Flanagan v Liontrust Investment Partners LLP [2017] EWCA Civ 985 in which the court held that, just as the doctrine of repudiatory breach does not apply to a partnership agreement, it does not apply to an LLP agreement, so that a purported acceptance of such a breach is of no legal effect and does not terminate the LLP agreement.

The book is clearly written – no mean feat given the extensive and somewhat indigestible statutory material underlying much of the subject. The footnotes are thorough, and include helpful cross references as well as extensive references to further sources of legal commentary, which will be of particular use to academics and postgraduate students.

In summary, this book continues to provide one of the few comprehensive sources of reference on LLP law. As noted above, this is a developing area of law, and one which will only become more important in the future, not only to LLPs members, their advisors, and commentators on this area of law, but also, given the interaction of LLP law with partnership and company law, to their partnership and company counterparts. It is thus recommended for all those advising on or studying any of these areas of law.

Book Review: Stephen Chan, A Practical Guide to Partnership Law in Scotland

A Practical Guide to Partnership Law in Scotland, Stephen Chan (W Green 2018), 250pp, hardback, ISBN: 9780414059771

This new text, authored by a senior Scottish solicitor with extensive experience in partnership law, is unique in providing a thorough explanation of the law relating to Scottish partnerships and LLPs in the 21st century.

Although the key governing statutes apply to both English and Scottish firms, the Partnership Act 1890 makes a number of distinctions between English and Scottish partnerships (in relation to legal personality (s4(2)), partner liability (s9), partnership property (s20(2) and (3)), partners’ separate judgment debts (s23(5)), notification of partner departures (s36(2), partners’ authority in winding up (s38) and partner bankruptcy (s47)). The Limited Liability Partnerships Act 2000 and the various LLP Regulations also draw some distinctions, albeit of a more minor and procedural nature. In addition, the fact that Scotland has its own legal system separate from that of England and Wales produces differences in a number of areas of law which impact on partnerships, including land law, criminal law and insolvency.

The thorough coverage of Scottish partnership and LLP law in this book is therefore important for not only to Scottish lawyers and academics, who have for some years lacked a text dedicated to Scottish law, but also to their English compatriots, since substantial parts of the law apply equally to English firms. The explanations in the book include discussion of a number of unreported Scottish cases which may be unfamiliar – and thus of particular interest – to English partnership lawyers, as well as to practitioners with a more general commercial practice. The differences between Scottish and English partnership law (and, to a lesser extent, LLP law) are clearly highlighted in the context of the relevant material, although a separate summary of the key differences would have been helpful to lawyers in both jurisdictions.

The book is particularly timely because partnership law developments in Scotland have been prominent in recent years, including legislative developments to address the problem of how to bring a criminal prosecution against a partnership which has dissolved, and that of identifying persons with significant influence over Scottish firms in order to combat money laundering, and the current government consultation on possible further regulation in relation to the misuse of Scottish limited partnerships in particular.

The structure of the book is that general partnerships are considered first, from formation (the requirement to register persons with significant influence), through partner liability and authority, decisionmaking, partner duties, separate legal personality (which Scottish partnerships, unlike English partnerships, possess), partnership property, changes in partners and partner disputes, to dissolution and winding up. The practitioner focus of the book is enhanced by the inclusion of chapters on loans and security, and on accounts. Limited partnerships are considered separately, with an emphasis on those areas where they differ from general partnerships, such as the registration requirements. There is also an interesting chapter on how limited partnerships are used in practice, and a further chapter is devoted to the private fund limited partnership (PFLP) variant on the limited partnership. The remainder of the book covers LLPs, with chapters on similar areas to those in the general partnership section, although there are also chapters on conversion to LLP status and on LLP agreements.

The book is fluently written, and the chapters are broken down into short and clearly labelled sections, with the result that it is easy to read and, together with a detailed index, easy to locate material within it. The law is fully referenced in footnotes, as are leading practitioner commentaries and, to a lesser extent, academic discourse.

In summary, this is an essential text for those advising on Scottish partnership or LLP law, but it also contains much of interest to English practitioners, and to academics and students in this area of law.

Proposals to reform NZ partnership law

The New Zealand government is proposing to reform New Zealand's law of general partnership law, which was originally based on the UK's Partnership Act 1890. In the government's own words "The Bill's purpose is to re-enact the Partnership Act 1908 to make it more accessible, readable, and easier to understand. It is not intended to make policy changes." 

Further details at

Recent UK partnership/LLP cases

Gregory Wild v Malcolm Wild, Jean Wild and Abigail Wild [2018] EWHC 2197 (Ch)
The claimant and the first defendant were brothers who had been partners in a dairy farm, and associated retail milk business.  The partnership had been established in 1978 by their late father (who had inherited the farm from his parents) and the first defendant, and was dissolved in 2016. The claimant alleged that the farm was partnership property.  The defendants disputed this but argued that the claimant’s milk round, which he continued after the dissolution, was a partnership asset even though the first defendant had stopped supplying him with milk from the partnership herd.

Section 20(1) of the Partnership Act 1890 provides that  ‘property and rights and interests in property originally brought into the partnerships stock….are called in this Act partnership property, and the question therefore arose whether the father had brought the farm into the partnership stock.  The court held that the key issue was whether the partners had agreed or consented to the property becoming partnership property. However, although the relevant agreement or consent could be inferred or arise by implication, no more agreement should be inferred by the court than was absolutely necessary to give business efficacy to what had happened (Miles v Clarke [1953] 1 WLR 587 at 540).  The fact that a particular item of property was used by a partnership for the purposes of its business did not necessarily give rise to an inference that the partners had agreed that the item was to be a partnership asset, and the implication of such a term was not normally necessary to give business efficacy to the partnership. This was particularly so in the case of land used by a farming partnership (Ham v Bell and others [2016] EWHC 1791). Nor was it determinative that the item had been included in the partnership accounts.

The court concluded that it would have been surprising had the father made the farm an asset of a partnership which he had just formed with his 16 year old son when the farmhouse was his home, the first defendant was not his only child, and the partnership was created for tax purposes. It was therefore not open to the court to infer an agreement or imply a term that the farm was brought into the partnership stock. However, the claimant’s milk round was a partnership asset despite the fact that the first defendant had ceased to supply the claimant with partnership milk, because the claimant continued to use a milk float which was a partnership asset, and the goodwill in the customers of the milk round was a partnership asset.

Milne, Liquidator of Premier Housewares (Scotland) LLP) v Rashid [2018] CSOH 23
The liquidator of an LLP sought an order against the respondent, who was a member of the LLP, under s214A of the Insolvency Act 1986 (IA 1986). In the event of an insolvency, the LLP Regulations 2001 create an additional sanction for LLP members which is not applicable to companies, the so-called ‘clawback’ under s214A IA 1986.  This provides that in a winding up of an LLP the court can order an LLP member to make a contribution to the LLP’s assets if, within two years before the commencement of the winding up, that member withdrew LLP property (described in Milne as ‘limb 1’), and it is proved to the court’s satisfaction that he knew or had reasonable grounds for believing that the LLP was at the time of the withdrawal unable to pay its debts within the meaning of s123 IA 1986 or would become so unable after that withdrawal (‘limb 2’). Section 214A further provides that the court may not make an order unless the member knew or ought to have concluded that after the withdrawal there was no reasonable prospect of the LLP avoiding insolvent liquidation, taking into account his actual knowledge, skill and experience and that reasonably to be expected of a person carrying out the same functions as him (‘limb 3’). In Milne, the court was concerned with the Scottish version of s214A but the minor differences between that version and the English version were not at issue.  

It was undisputed that limb 1 of the test was met, and the court also held that limb 2 was met because s123 deemed an LLP to be unable to pay its debts in certain circumstances, including it being unable to pay its debts as they fell due, which did not mean that a business which was currently paying its debts as they fell due could not be deemed to be unable to pay its debts since it was concerned not only with debts presently due, but also those due from time to time in the reasonably near future; and its assets being less than its prospective and contingent liabilities, although it was not conclusive that liabilities exceeded assets at a particular point in time but whether the LLP could reasonably be expected to meet its prospective and contingent liabilities. Although the respondent in Milne did not know, nor ought he to have concluded, that the LLP was unable to pay its debts as they fell due, he knew or ought to have concluded that the LLP could not reasonably be expected to meet its liabilities and therefore had reasonable grounds to believe that the LLP was unable to pay its debts.  However, the fact that limb 2 was met did not did not mean that limb 3 was also met, and the court concluded that it was not. There was a reasonable prospect of the LLP avoiding insolvent liquidation and so the respondent could not have known, nor ought he to have concluded, that there was no such prospect. A s214A contribution order should therefore not be made against him.

Cheema v Jones and others [2017] EWCA Civ 1706
Cheema and Jones were doctors who had practised in partnership together and had subsequently invited three more partners to join them. Negotiations on the terms of the new partnership continued after the three new partners had started work. When the relationship between Cheema and Jones broke down, Jones sought to prevent Cheema from practising as a doctor at the practice. Cheema claimed that the partnership of five partners had never been formed and was granted an interim injunction to restrain Jones from preventing him exercising his rights under the original partnership agreement.  Jones then purported to give notice dissolving the partnership at will between the five partners.

The Court of Appeal held that a new partnership at will between the five partners had come into existence when the three new partners had joined the original two, and that this had been validly dissolved by the giving of notice. Since the discussions about the new partnership were focussed on a new agreement and there was no reference to the old agreement as a fall-back position, it was to be inferred that Jones and Cheema intended to abandon the old agreement and enter into a new contractual relationship which would supersede the old partnership.  The fact that no new agreement was signed did not affect that inference. Although dicta in Austen v Boys suggested that if a new partner was taken into a partnership without specifying the terms on which he became a partner, the original partnership agreement would govern the new relationship, that dicta concerned the different situation of a new partner being admitted in the absence of any intention by either the existing or the new partners to enter into a new agreement. Here,` there was no evidence that the new partners intended to be bound by the original agreement, or even that they had all seen it.



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