Hailes v Hood & Ors [2007] EWHC 1616 (Ch) (25 April 2007)

Hailes v Hood & Ors [2007] EWHC 1616 (Ch) (25 April 2007)

On the true construction of the settlement agreement, the claimant is entitled to one quarter of the value of the assets, if any, including goodwill, if any, of the LLP as at 31st May 2005. The agreement was to value the claimant's share as in a shareholder dispute under section 459 Companies Act 1985, not merely a share of profits or capital excluding goodwill.

Citation
[2007] EWHC 1616 (Ch)
Parties
Claimant: Hailes; Defendants: Hood & Others
Jurisdiction
England and Wales
Judgment Date
25 April 2007
Procedural Posture
Chancery Division Construction of Settlement Agreement / Judgment After Trial on Construction of Settlement Agreement
Outcome
Declaration granted in favour of the claimant.
Legal Topics
Limited Liability Partnerships, Settlement Agreements, Valuation of Partnership Interests, Goodwill, Unfair Prejudice, Section 459 Companies Act 1985
Company Law Partnership Law Limited Liability Partnerships Settlement Agreements Valuation of Partnership Interests Goodwill Unfair Prejudice Section 459 Companies Act 1985

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Parties

Hailes

Claimant

Hood & Others

Defendants

Procedural Posture

Chancery Division Construction of Settlement Agreement / Judgment After Trial on Construction of Settlement Agreement

Legal Issues

  1. 1 What is the proper construction of the settlement agreement between the parties?
  2. 2 Is the claimant entitled to a share of the LLP's goodwill on cessation of membership?
  3. 3 Should the claimant's share be valued as in a shareholder dispute under section 459 Companies Act 1985?

Ratio Decidendi

On the true construction of the settlement agreement, the claimant is entitled to one quarter of the value of the assets, if any, including goodwill, if any, of the LLP as at 31st May 2005. The agreement was to value the claimant's share as in a shareholder dispute under section 459 Companies Act 1985, not merely a share of profits or capital excluding goodwill.

Court Disposition

Declaration granted in favour of the claimant.

Orders

  • Declaration that the claimant is entitled on the true construction of the settlement to one quarter of the value of the assets, if any, including goodwill, if any, of the LLP as at 31st May 2005.