Boghani v Nathoo [2011] EWHC 2101 (Ch) (02 August 2011)

Boghani v Nathoo [2011] EWHC 2101 (Ch) (02 August 2011)

It is not necessary for the purposes of winding up the partnership that the developments be completed before sale; s.38 Partnership Act 1890 does not impose a duty to complete, only a power if necessary. The contractual obligations to third parties continue, but completion is not required for winding up as suitable third parties or partners may take over the developments.

Citation
[2011] EWHC 2101 (Ch)
Parties
Claimant: Shiraz Boghani; Defendant: Bashir Nathoo
Jurisdiction
England and Wales
Judgment Date
02 August 2011
Procedural Posture
Partnership Dissolution and Winding Up / Post Dissolution Applications for Directions on Asset Disposal
Outcome
Applications for compulsory completion dismissed; order for sale granted with independent conduct of sale.
Legal Topics
Dissolution of Partnership, Winding Up Affairs, Disposition of Partnership Assets, Section 38 Partnership Act 1890
Partnership Law Commercial Law Dissolution of Partnership Winding Up Affairs Disposition of Partnership Assets Section 38 Partnership Act 1890

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Parties

Shiraz Boghani

Claimant

Bashir Nathoo

Defendant

Procedural Posture

Partnership Dissolution and Winding Up / Post Dissolution Applications for Directions on Asset Disposal

Legal Issues

  1. 1 Whether the partnership was obliged to complete hotel developments before dissolution
  2. 2 Whether the developments are 'transactions begun but unfinished' under s.38 Partnership Act 1890
  3. 3 Whether completion of developments is necessary to wind up the partnership's affairs

Ratio Decidendi

It is not necessary for the purposes of winding up the partnership that the developments be completed before sale; s.38 Partnership Act 1890 does not impose a duty to complete, only a power if necessary. The contractual obligations to third parties continue, but completion is not required for winding up as suitable third parties or partners may take over the developments.

Court Disposition

Applications for compulsory completion dismissed; order for sale granted with independent conduct of sale.

Orders

  • Sale of Hilton and ICH developments on open market with three-month marketing period; partners and third parties may bid.
  • Conduct of sale and retention of proceeds to be handled by independent solicitors agreed by both parties or nominated by the Master.