Liontrust Investment Partners LLP & Ors v Flanagan [2017] EWCA Civ 985 (13 July 2017)

Liontrust Investment Partners LLP & Ors v Flanagan [2017] EWCA Civ 985 (13 July 2017)

The compulsory retirement notice period under the LLP Agreement and side letter was fixed at six months, not a minimum; Management Committee approval was required for compulsory retirement as a Reserved Matter; Mr Flanagan was not a member of the Management Committee at the time of the Third Notice due to effective removal by notice.

Citation
[2017] EWCA Civ 985
Parties
Appellant/respondent: Liontrust Investment Partners LLP; Appellant/respondent: Liontrust Investment Services Limited; Appellant/respondent: Liontrust Asset Management PLC and others; Respondent/appellant: Eoghan Flanagan
Jurisdiction
England and Wales
Judgment Date
13 July 2017
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Appeal From High Court (chancery Division)
Outcome
Both appeal and cross-appeal dismissed.
Legal Topics
LLP Member Rights, Compulsory Retirement, Interpretation of Notice Provisions, Management Committee Powers, Reserved Matters, Service of Notice, Garden Leave, Cross Appeal on Committee Membership
Company Law Contract Law LLP Member Rights Compulsory Retirement Interpretation of Notice Provisions Management Committee Powers Reserved Matters Service of Notice +2 more

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Parties

Liontrust Investment Partners LLP

Appellant/respondent

Liontrust Investment Services Limited

Appellant/respondent

Liontrust Asset Management PLC and others

Appellant/respondent

Eoghan Flanagan

Respondent/appellant

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeal From High Court (chancery Division)

Legal Issues

  1. 1 Whether the compulsory retirement notices served on Mr Flanagan were valid under the LLP Agreement and side letter
  2. 2 Whether the reference to 'Reserved Matter' in clause 18.1.3 required Management Committee approval
  3. 3 Whether Mr Flanagan was a member of the Management Committee at the time of the Third Notice

Ratio Decidendi

The compulsory retirement notice period under the LLP Agreement and side letter was fixed at six months, not a minimum; Management Committee approval was required for compulsory retirement as a Reserved Matter; Mr Flanagan was not a member of the Management Committee at the time of the Third Notice due to effective removal by notice.

Court Disposition

Both appeal and cross-appeal dismissed.

Orders

  • First and Second Notices of compulsory retirement held invalid.
  • Third Notice of compulsory retirement held valid.