Book review: Modern Partnership Law

David Milman and Terence Flanagan, Modern Partnership Law (first published 1983, Routledge 2021), 210pp., hardback ISBN: 0709910150, eBook ISBN: 9781003324874

This is a republication of a classic text, in the Routledge Revivals series. It is co-authored by Professor David Milman, a leading partnership law academic who will be familiar to Forum members as a speaker at several Forum Conferences, and to readers worldwide from his many publications on partnership law, company law and insolvency law.

The writing style is highly engaging and the book is thus a pleasure to read – something which cannot be said of all legal texts!

As readers will know, many elements of partnership law have stood the test of time and the UK’s Partnership Act 1890 continues to govern partnerships in the 21st century, so this text retains much more relevance than most 40-year old legal texts.

Particularly useful discussions include Chapter 2 on Financing Partnerships, Chapter 5 on Relations between Partners inter se (including duties, partnership property and remuneration, Chapter 6 on Partners and Outsiders (including authority, liability and holding out), and the winding up section of Chapter 9 on Winding up and Insolvency.

There are also some interesting chapters which are less commonly found in partnership texts today. These include Chapter 3 on Partnership Employees (covering both the distinction between partners and employees, and the treatment of partnership employees) and Chapter 8 on Legal Regulation of and Intervention in Partnerships (covering the courts’ approach to partnership agreements, including restrictive covenants, arbitration clauses, expulsion, receiverships and dissolution).

Also of interest is Chapter 10 on Partnerships: Review and Reform. Although this predates the introduction of LLPs (and was written before the increase in use of LPs), it does discuss the 1981 Green Paper: A New Form of Incorporation for Small Firms which included the idea of an incorporated limited firm based on the internal constitution of a partnership. Other reforms discussed in the book have failed to materialise, including enabling partnerships to grant floating charges, and granting them separate legal personality, the latter having been proposed by the Law Commissions in 2003 but rejected by the government.

A wide range of cases are thoughtfully discussed, although the use of endnotes rather than footnotes annoyed this reviewer (though no doubt readers less dinosaur-like will obviate the problem by using the eBook rather than the hard copy!). The indexing is helpful, although a number of entries are indexed only within the entry for ‘partners’.

Of course some of the law is now outdated, including references to the litigation rules in the RSC rather than the CPR and to the 20-partner limit (now repealed); much of Chapter 4 on Partnerships and Spouses (another chapter unlikely to be found in partnership texts today), the very short insolvency section of Chapter 9 on Winding Up and Insolvency which predates the Insolvency Act 1986 and the Insolvent Partnerships Order 1994, and Chapter 7 on Partnerships and Taxation. However, while employment legislation has moved on, the partnership-specific principles outlined in Chapter 3 on Partnership Employees remain relevant.

In conclusion, this is an enjoyable and useful source of specialist legal commentary on a number of areas of partnership law, and Routledge is to be commending for republishing it.

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