Reinhard v Ondra LLP & Ors (Rev 1)

Reinhard v Ondra LLP & Ors (Rev 1)

On construction, the claimant was to become a member of Ondra LLP on commencement of employment, with a partnership share governed by the April 2009 Draft LLP Agreement. However, due to s.4(4) of the LLP Act, he could not be both employee and member; the court reserved the final resolution of this conflict for further submissions. The claimant was entitled to damages for breach of contract regarding bonus and expenses, but not to an increase in partnership share. The defendants’ counterclaim for repayment of bonus was dismissed. The non-reliance clause was not reasonable and did not bar misrepresentation claims. The claimant’s breaches in personal share trading justified summary dismissal...

Parties
Claimant: Hans Henning Reinhard; 1st Defendant: Ondra LLP; 2nd Defendant: Michael Alexander Tory; 3rd Defendant: Benoit d’Angelin
Jurisdiction
England and Wales
Judgment Date
14 January 2015
Procedural Posture
Civil (contract/employment/partnership Dispute) / Judgment After Full Trial of Liability
Outcome
Mixed: Judgment for claimant in part, for defendants in part. Final resolution on membership status and certain remedies reserved for further submissions.
Legal Topics
Interpretation of LLP Agreements, Employment Vs. Membership in Llps, Misrepresentation, Bonus and Remuneration Disputes, Fiduciary Duties, Wrongful Dismissal
Contract Law Employment Law Partnership Law Company Law Interpretation of LLP Agreements Employment Vs. Membership in Llps Misrepresentation Bonus and Remuneration Disputes +2 more

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Parties

Hans Henning Reinhard

Claimant

Ondra LLP

1st Defendant

Michael Alexander Tory

2nd Defendant

Benoit d’Angelin

3rd Defendant

Procedural Posture

Civil (contract/employment/partnership Dispute) / Judgment After Full Trial of Liability

Legal Issues

  1. 1 Whether the claimant became a member of Ondra LLP under the contract and on what terms
  2. 2 Whether the claimant was entitled to a partnership share and if so, its nature and duration
  3. 3 Whether the claimant was wrongfully dismissed and entitled to payment in lieu of notice

Ratio Decidendi

On construction, the claimant was to become a member of Ondra LLP on commencement of employment, with a partnership share governed by the April 2009 Draft LLP Agreement. However, due to s.4(4) of the LLP Act, he could not be both employee and member; the court reserved the final resolution of this conflict for further submissions. The claimant was entitled to damages for breach of contract regarding bonus and expenses, but not to an increase in partnership share. The defendants’ counterclaim for repayment of bonus was dismissed. The non-reliance clause was not reasonable and did not bar misrepresentation claims. The claimant’s breaches in personal share trading justified summary dismissal...

Court Disposition

Mixed: Judgment for claimant in part, for defendants in part. Final resolution on membership status and certain remedies reserved for further submissions.

Orders

  • Claimant entitled to damages for breach of contract regarding bonus and expenses, quantum to be determined.
  • Claimant’s claim for increase in partnership share from 2% to 3% dismissed.