Lindley & Banks on Partnership, Roderick I’Anson Banks (ed) (21st edn, Sweet & Maxwell 2022), 1704pp., hardback, ISBN: 9780414092051. Also available as an eBook.
The latest edition of this classic text, edited by (it hardly needs saying) a leading barrister with extensive partnership law experience expertise, starts with a quote from the song My Way, ‘And now the end is near. And so I face the final curtain’. This alerts the reader to the fact that this edition is, apparently, likely to be the last full edition under the current editor. If this is so, one can only hope that future editors continue to produce work of equal quality (to say nothing of the quantity, this new edition coming in at 1700 pages compared with 1500 pages for the previous edition and 1300 for the edition before that).
The text is clearly written, and the basic structure remains the same as in previous editions, with a detailed consideration of the law relating to all aspects of a partnership’s life, from formation to dissolution and insolvency, including the relationship of partners inter se, their dealings with third parties, and taxation. The Appendices continue to contain the key pieces of partnership legislation (the Partnership Act 1890, the Limited Partnerships Act 1907, and the Limited Partnerships (Forms) Rules 2009), and relevant extracts from the Civil Procedure Rules and HMRC materials. There is also a separate section on limited partnerships, which are of increasing importance, especially (though not solely) in the financial services sector. However, limited liability partnerships (LLPs) continue to be largely excluded, although there is a short section on LLP agreements and a number of references to LLPs throughout the text, and of course, much of the law governing LLPs in the UK is based on the partnership law described in this book.
It remains important to be aware of the need to cross refer between different chapters of the book for many of the most important topics. This is because, as in previous editions, there is one very large chapter on Partnership Agreements, which includes a range of material on the internal relationship between partners, such as decision-making, the powers and duties of partners, the financial entitlement of current and outgoing partners, the admission or expulsion of a partner, and dissolution, However, many of these topics are also discussed extensively in other chapters and so, to get a full picture of the relevant law and the editor’s analysis, it is necessary to consult both. This approach of course reflects the fact that some matters can and should be dealt with by the partners in their agreement (and are therefore logically considered in the Partnership Agreements chapter), while there are also matters covered by mandatory or default law or which involve third parties (and which therefore need to be considered separately to any partnership agreement). Nonetheless, while some cross references are provided, and the use of subheadings and the detailed contents list and index aids the location of particular material, readers must take care not to assume that the chapter which they have consulted on a topic contains all of the relevant material, and instead to check whether it is additionally covered elsewhere in the book.
The new material in this edition includes explanation and analysis of important recent cases, including:
• Ingenious Games LLP and others v Revenue and Customs Commissioners [2021] EWCA Civ 1180 (LLPs used for tax avoidance schemes both carried on a trade and did so with a view to profit).
• Cheema v Jones and others [2017] EWCA Civ 1706 (admission of new partners created a new partnership at will, even though the new partnership agreement had never been signed, because 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 or evidence that all new partners had seen the old agreement)
• Joseph v Deloitte NSE LLP [2020] EWCA Civ 1457 (a term would not be implied into an LLP agreement concerning the procedure for expulsion, because it would conflict with the express words of the agreement, and no promissory estoppel arose because there had been no relevant representation; the role of the court was not to make a fairer or more reasonable contract for the parties but to ascertain what their contract was)
• Procter v Procter and others [2022] EWHC 1202 (Ch) (retiring partner not entitled to a sale of the partnership assets but to be paid out for his share at a valuation according to accounts and inquiries directed by the court)
• BlueCrest Capital Management (UK) LLP v Revenue and Customs Commissioners [2022] UKFTT 204 (TC) (in the salaried member rules, disguised salary could include an amount which had not actually been varied, so long as it was capable of variation; and influence was not limited to managerial influence but could include direct financial influence, and need not be over the affairs of the partnership as a whole but could be over one or more aspects of the affairs of the partnership)
• Moody v Estate of the late Norman Jones and others [2021] EWHC 3443 (Ch) (on a variety of issues including partnership property, abandonment of the partnership, barring by laches of a partner from asserting his rights as a partner, conduct giving rise to the option to dissolve the partnership, and specific performance of such an option)
This new edition thus continues to provide a comprehensive and authoritative source of reference, as befits a book which is regularly cited in court judgments. Issues which are frequently the subject of dispute between partners are examined in detail, but those issues which arise less commonly are also covered. As a result, it is an invaluable source of reference. This new edition has helpfully incorporated some of the material formerly contained in substantial footnotes into the main text, which reduces the risk of important points being overlooked. It would, however, be helpful, particularly for an academic audience, for there to be more references to relevant secondary sources.
In summary, this continues to be an essential reference text for practitioners, academics and postgraduate students in this area of law.