Suzanne Elaine Procter v Philip John Procter & Ors

Suzanne Elaine Procter v Philip John Procter & Ors

In the absence of any express or implied agreement as to the financial terms of retirement, a retiring partner is entitled to be paid the value of her share in the partnership assets as at the date of retirement, valued at market value, and the continuing partners must account for that share. There was a technical dissolution as respects the retiring partner, and the entitlement is not limited to book value or to the terms of the partnership deed unless expressly provided.

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
04 September 2024
Procedural Posture
Civil Appeal / Appeal From High Court to Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Retirement of Partner, Valuation of Partnership Assets, Technical Dissolution, Entitlement of Outgoing Partner, Interpretation of Partnership Deeds
Partnership Law Property Law Retirement of Partner Valuation of Partnership Assets Technical Dissolution Entitlement of Outgoing Partner Interpretation of Partnership Deeds

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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 to Court of Appeal

Legal Issues

  1. 1 Whether a retiring partner is entitled to payment for her share of partnership assets when no express agreement exists on financial terms of retirement
  2. 2 Whether a technical dissolution occurred upon the partner's retirement
  3. 3 How to value the outgoing partner's share in the absence of agreement

Ratio Decidendi

In the absence of any express or implied agreement as to the financial terms of retirement, a retiring partner is entitled to be paid the value of her share in the partnership assets as at the date of retirement, valued at market value, and the continuing partners must account for that share. There was a technical dissolution as respects the retiring partner, and the entitlement is not limited to book value or to the terms of the partnership deed unless expressly provided.

Court Disposition

Appeal dismissed

Orders

  • Declaration that there was a technical dissolution of the partnership on Suzanne's retirement on 8 July 2010
  • Suzanne entitled to and liable for a 1/4 share in the partnership assets and liabilities as at retirement