Bishop v Golstein [2014] EWCA Civ 10 (05 February 2014)

Bishop v Golstein [2014] EWCA Civ 10 (05 February 2014)

The appeal fails because Section 35(d) of the Partnership Act 1890 provides a discretionary basis for dissolution that does not require application of contractual repudiation or affirmation principles. Mr. Bishop's conduct amounted to a continuing breach of partnership duties, making it impracticable for Mr. Golstein to continue, and thus entitling him to damages for early termination.

Citation
[2014] EWCA Civ 10
Parties
Appellant: Bishop; Respondent: Golstein
Jurisdiction
England and Wales
Judgment Date
05 February 2014
Procedural Posture
Civil Appeal / Appeal From High Court Chancery Division
Outcome
Appeal dismissed
Legal Topics
Dissolution of Partnership, Breach of Partnership Agreement, Damages for Early Termination, Section 35(d) Partnership Act 1890, Repudiation and Affirmation, Constructive Dismissal Analogy
Partnership Law Contract Law Dissolution of Partnership Breach of Partnership Agreement Damages for Early Termination Section 35(d) Partnership Act 1890 Repudiation and Affirmation Constructive Dismissal Analogy

Case Brief

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Parties

Bishop

Appellant

Golstein

Respondent

Procedural Posture

Civil Appeal / Appeal From High Court Chancery Division

Legal Issues

  1. 1 Whether the conduct of Mr. Bishop constituted a breach of the partnership agreement justifying dissolution under Section 35(d) of the Partnership Act 1890
  2. 2 Whether affirmation or the 'last straw' doctrine applied to the facts
  3. 3 Whether Mr. Golstein was entitled to damages for early termination of the partnership

Ratio Decidendi

The appeal fails because Section 35(d) of the Partnership Act 1890 provides a discretionary basis for dissolution that does not require application of contractual repudiation or affirmation principles. Mr. Bishop's conduct amounted to a continuing breach of partnership duties, making it impracticable for Mr. Golstein to continue, and thus entitling him to damages for early termination.

Court Disposition

Appeal dismissed

Orders

  • Mr. Bishop is liable in principle to Mr. Golstein for damages for the adverse consequences of early termination of the partnership.