Ross v Phillips & Ors [2025] EWHC 2058 (Ch) (01 August 2025)

Ross v Phillips & Ors [2025] EWHC 2058 (Ch) (01 August 2025)

The declaration of trust was invalid as it represented a change in the nature of the Old LLP's business and lacked unanimous consent as required by regulation 7(6) of the Limited Liability Partnerships Regulations 2001; there was no valid LLP agreement displacing the default rule, and the appointment of the Old...

Source-derived case information.

Citation
[2025] EWHC 2058 (Ch)
Parties
Claimant: Helen Mary Ross on behalf of HRP Complete Solutions LLP; First Defendant: Andrew John Phillips; Second Defendant: HRP Complete Solutions (Kent) LLP; Third Defendant: HRP Complete Solutions LLP; Fourth Defendant: Bond 58 Homes Limited
Jurisdiction
England and Wales
Judgment Date
01 August 2025
Procedural Posture
Derivative Claim / Final Judgment After Trial
Outcome
Claim allowed
Legal Topics
Beneficial Ownership, Declaration of Trust, Limited Liability Partnership Regulations, Undue Influence, Abuse of Process, Limitation Period
Property Law Trusts Law Partnership Law Civil Procedure Beneficial Ownership Declaration of Trust Limited Liability Partnership Regulations Undue Influence +2 more

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Parties

Helen Mary Ross on behalf of HRP Complete Solutions LLP

Claimant

Andrew John Phillips

First Defendant

HRP Complete Solutions (Kent) LLP

Second Defendant

HRP Complete Solutions LLP

Third Defendant

Bond 58 Homes Limited

Fourth Defendant

Procedural Posture

Derivative Claim / Final Judgment After Trial

Legal Issues

  1. 1 Whether the declaration of trust transferring properties from the Old LLP to the New LLP was valid
  2. 2 Whether unanimous consent was required for the declaration under LLP regulations
  3. 3 Whether the appointment of the Old Company as a member was valid

Ratio Decidendi

The declaration of trust was invalid as it represented a change in the nature of the Old LLP's business and lacked unanimous consent as required by regulation 7(6) of the Limited Liability Partnerships Regulations 2001; there was no valid LLP agreement displacing the default rule, and the appointment of the Old Company as a member was not validly made due to undue influence. The claim is not barred by limitation or abuse of process, as relevant facts were concealed from the claimant until late 2018 or early 2019.

Court Disposition

Claim allowed

Orders

  • Declaration that the Properties (28 Grange Hill, 130 Castle Road, 44 Albany Road) are held on trust for HRP Complete Solutions LLP
  • Declaration against Bond 58 Homes Limited and Andrew John Phillips as to trust ownership