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.

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