Procter v Procter & Ors (Rev1) [2024] EWCA Civ 324 (09 April 2024)

Procter v Procter & Ors (Rev1) [2024] EWCA Civ 324 (09 April 2024)

Where a partner retires by agreement and the remaining partners continue the business, and there is no express agreement limiting the outgoing partner's entitlement, the outgoing partner is entitled to be paid the market value of their share in the partnership assets as at the date of retirement. The Partnership Deed did not expressly or impliedly exclude this entitlement, and prior conduct did not vary the contractual position.

Citation
[2024] EWCA Civ 324
Parties
Claimant / Respondent: Suzanne Elaine Procter; Defendant / Appellant: Philip John Procter; Defendant / Appellant: James Geoffrey Procter; Defendant / Respondent: George Knowles; Defendant / Respondent: Womble Bond Dickinson (Trust Corporation) Ltd; Defendant / Respondent: Wide Open Finance Ltd
Jurisdiction
England and Wales
Judgment Date
09 April 2024
Procedural Posture
Civil Appeal / Appeal From High Court Judgment ([2022] EWHC 1202 (ch))
Outcome
Appeal dismissed
Legal Topics
Retirement of Partner, Valuation of Partnership Share, Technical Dissolution, Rights of Outgoing Partner, Interpretation of Partnership Deed
Partnership Law Property Law Trusts and Estates Retirement of Partner Valuation of Partnership Share Technical Dissolution Rights of Outgoing Partner Interpretation of Partnership Deed

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Parties

Suzanne Elaine Procter

Claimant / Respondent

Philip John Procter

Defendant / Appellant

James Geoffrey Procter

Defendant / Appellant

George Knowles

Defendant / Respondent

Womble Bond Dickinson (Trust Corporation) Ltd

Defendant / Respondent

Wide Open Finance Ltd

Defendant / Respondent

Procedural Posture

Civil Appeal / Appeal From High Court Judgment ([2022] EWHC 1202 (ch))

Legal Issues

  1. 1 Whether a retiring partner is entitled to payment for the value of her share in partnership assets when no express agreement on financial terms was made at retirement.
  2. 2 Whether Suzanne's retirement constituted a technical dissolution of the partnership.
  3. 3 Whether the Partnership Deed or conduct limited Suzanne's entitlement to her capital account balance.

Ratio Decidendi

Where a partner retires by agreement and the remaining partners continue the business, and there is no express agreement limiting the outgoing partner's entitlement, the outgoing partner is entitled to be paid the market value of their share in the partnership assets as at the date of retirement. The Partnership Deed did not expressly or impliedly exclude this entitlement, and prior conduct did not vary the contractual position.

Court Disposition

Appeal dismissed

Orders

  • Declaration that there was a technical dissolution of the partnership on 8 July 2010.
  • Suzanne Elaine Procter is entitled to a 1/4 share of the value of the 1994 tenancy as at 8 July 2010, to be assessed at market value.