Archer v Nubuke Investments LLP & Ors [2014] EWHC 3425 (Ch) (23 October 2014)

Archer v Nubuke Investments LLP & Ors [2014] EWHC 3425 (Ch) (23 October 2014)

No implied term requiring LLP or designated members to permit due diligence by third party offerors; express term of utmost good faith does not extend to provision of due diligence material for third party offers; no breach of contract as no compliant third party offer was made; counterclaim for repayment of drawings fails as loan was only repayable out of future profits, not upon departure.

Citation
[2014] EWHC 3425 (Ch)
Parties
Claimant: Ian Archer; First Defendant: Nubuke Investments LLP; Second Defendant: Kofi Tutu Agyare; Third Defendant: Peter Kwesi Enti
Jurisdiction
England and Wales
Judgment Date
23 October 2014
Procedural Posture
Commercial/partnership Dispute / Final Judgment
Outcome
Claim and counterclaim dismissed
Legal Topics
Implied Terms, Good Faith, Valuation of Partnership Interest, Breach of Contract, Causation, Counterclaim
Partnership Law Contract Law Implied Terms Good Faith Valuation of Partnership Interest Breach of Contract Causation Counterclaim

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Parties

Ian Archer

Claimant

Nubuke Investments LLP

First Defendant

Kofi Tutu Agyare

Second Defendant

Peter Kwesi Enti

Third Defendant

Procedural Posture

Commercial/partnership Dispute / Final Judgment

Legal Issues

  1. 1 Whether implied terms required the LLP and designated members to permit due diligence by third party offerors
  2. 2 Whether express term of utmost good faith required provision of due diligence material
  3. 3 Whether LLP breached contract by failing to consider third party offers

Ratio Decidendi

No implied term requiring LLP or designated members to permit due diligence by third party offerors; express term of utmost good faith does not extend to provision of due diligence material for third party offers; no breach of contract as no compliant third party offer was made; counterclaim for repayment of drawings fails as loan was only repayable out of future profits, not upon departure.

Court Disposition

Claim and counterclaim dismissed