Book Review: Partnership & LLP Law

Partnership & LLP Law, Geoffrey Morse and Thomas Braithwaite (9th edn, OUP 2020), 512pp., hardback, ISBN: 9780198832799. Also available as an EPUB ebook ISBN 9780192569158.

I have to confess to some nostalgic attachment to this book, which was originally aimed at undergraduate students and was first published in the year I went to university, two years before I was taught partnership law by the distinguished author, Professor Geoffrey Morse. The latest edition takes the book in a very different direction, aimed (and priced) squarely at practitioners, not students, and with the section on LLPs (which of course did not exist when the book was first written) now co-authored by barrister Thomas Braithwaite and nearly doubled in length from the previous edition. The writing style, I am pleased to report, continues to be highly accessible.

The chapter structure of the partnership section of the book, which is still its dominant part (approximately three-quarters of the text), remains the same as in the previous edition, although there are new sections on developments in Jersey (reflecting new legislation there) and the powers of the court in respect of the assets on winding up (reflecting the judgment in Campbell v Campbell). It thus covers the formation of a partnership, ‘legal controls’ such as the business names legislation and caselaw on restrictive covenants, partners’ relationships inter se and with third parties, partnership property, dissolution and winding up, and insolvency. There is a separate chapter on limited partnerships. Perhaps surprisingly given that Professor Morse is also an expert in taxation law, there is no chapter on taxation.

The contents list now includes the all the subheadings within chapters, rather than only the main ones, which is helpful in navigating the book, and there continues to be a detailed index. However, the lowest level subheadings within the chapters are no longer in italics and are therefore rather too easy to miss.

Although is only four years since the previous edition was published, the thorough updating includes an impressive number of new cases, including Hosking v Marathon Asset Management on the availability of the equitable remedy of forfeiture as applied to the share of profits of a partners or LLP member, Braganza on reasonableness in decisionmaking, Bhayani v Taylor Bracewell on goodwill, Ingenious Games v HMRC on the meaning of a view to profit, and Goldup v Cobb on partnership assets. Consistently with previous editions, the partnership section continues to incorporate a global perspective on partnership law developments, with substantial inclusion of caselaw from other, particularly common law, jurisdictions.

The much expanded section on LLPs continues to include chapters on the corporate structure and membership but now includes a separate introductory chapter and separate chapters on the rights and duties of membership, the LLP Agreement, decisionmaking, termination of membership, and insolvency and dissolution. In all of these the former coverage has been much expanded, reflecting the increasing importance of LLPs as the primary vehicle for professional service firms, and a significant vehicle for investment and financial services.

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