Hailes v Hood & Ors

Hailes v Hood & Ors

The settlement agreement, properly construed, entitled the claimant to one quarter of the value of the assets, if any, including goodwill, if any, of the LLP as at 31st May 2005, calculated in the same manner as in a dispute between shareholders in a private limited company.

Parties
Claimant: Hailes; Defendants: Hood & Others
Jurisdiction
England and Wales
Judgment Date
25 April 2007
Procedural Posture
Civil / Judgment
Outcome
Declaration granted in favour of the claimant
Legal Topics
Limited Liability Partnerships, Settlement Agreements, Valuation of Shares, Goodwill, Section 459 Companies Act 1985
Commercial Law Company Law Limited Liability Partnerships Settlement Agreements Valuation of Shares Goodwill Section 459 Companies Act 1985

Case Brief

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Parties

Hailes

Claimant

Hood & Others

Defendants

Procedural Posture

Civil / Judgment

Legal Issues

  1. 1 Proper construction of a settlement agreement between LLP members
  2. 2 Whether the claimant is entitled to a share of goodwill on exit from the LLP
  3. 3 Basis for valuation of claimant's share in the LLP

Ratio Decidendi

The settlement agreement, properly construed, entitled the claimant to one quarter of the value of the assets, if any, including goodwill, if any, of the LLP as at 31st May 2005, calculated in the same manner as in a dispute between shareholders in a private limited company.

Court Disposition

Declaration granted in favour of the claimant

Orders

  • 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 limited liability partnership as at 31st May 2005.