Payments to outgoing partners: Court of Appeal case

Robert Alan Liddle and others v Stuart David Liddle and others [2019] EWCA Civ 346
This case involved a dispute over the purchase of the shares of the respondents, who were the outgoing partners of a family partnership, by the appellants, who were the continuing partners. The partnership agreement provided that the purchase price was to be the net value of the partner’s share as shown in the accounts, that it was to paid in instalments according to a specified timetable, and that the balance would become payable if any payment was in arrears for more than 21 days.

The Court of Appeal reversed the rather curious ruling of the High Court that the appellants were obliged to make payments under this clause even before the purchase prices had been ascertained, and held that no sum was payable until the prices were ascertained. However, it rejected the appellants’ argument that the purchase prices were not ascertained when the accounts were produced, but only when the appellants accepted them, not least because the contrary ruling would allow the paying partners to effectively delay payment by refusing to agree obviously correct accounts. As a result, the court also rejected the appellants’ argument that they were not in default of their payments; they had not made the correct payments within 21 days of the prices being ascertained, and the balance had therefore become due.

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