Golstein v Bishop

Golstein v Bishop

The claimant did not make an actionable misrepresentation or breach fiduciary duty; the guaranteed salary and savings clauses are enforceable; the claimant’s reduction in salary was a temporary deferment, not a permanent waiver; the partnership ended by mutual agreement, not by notice or repudiation; however, the defendant’s cumulative conduct amounted to a breach under s.35(d) of the Partnership Act 1890, entitling the claimant to damages for lost salary for the unexpired term, subject to inquiry as to quantum and mitigation.

Parties
Claimant: Joseph Golstein; Defendant: Colin Bishop
Jurisdiction
England and Wales
Judgment Date
02 May 2013
Procedural Posture
Civil (partnership Dispute) / Judgment After Trial of Preliminary Issues
Outcome
Judgment for the claimant on principal issues; damages to be assessed; most other relief refused or deferred to account taking.
Legal Topics
Partnership Dissolution, Fiduciary Duties, Misrepresentation, Guaranteed Salary, Damages for Breach of Partnership Agreement, Solicitors’ Accounts Rules, Indemnity and Liability Between Partners
Partnership Law Contract Law Professional Regulation Partnership Dissolution Fiduciary Duties Misrepresentation Guaranteed Salary Damages for Breach of Partnership Agreement +2 more

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Parties

Joseph Golstein

Claimant

Colin Bishop

Defendant

Procedural Posture

Civil (partnership Dispute) / Judgment After Trial of Preliminary Issues

Legal Issues

  1. 1 Whether the claimant made an actionable misrepresentation regarding future fee income at the time of the partnership merger
  2. 2 Whether the claimant breached fiduciary or good faith duties to the partnership
  3. 3 Proper construction and enforceability of the guaranteed salary and savings clauses in the Heads of Agreement

Ratio Decidendi

The claimant did not make an actionable misrepresentation or breach fiduciary duty; the guaranteed salary and savings clauses are enforceable; the claimant’s reduction in salary was a temporary deferment, not a permanent waiver; the partnership ended by mutual agreement, not by notice or repudiation; however, the defendant’s cumulative conduct amounted to a breach under s.35(d) of the Partnership Act 1890, entitling the claimant to damages for lost salary for the unexpired term, subject to inquiry as to quantum and mitigation.

Court Disposition

Judgment for the claimant on principal issues; damages to be assessed; most other relief refused or deferred to account taking.

Orders

  • Inquiry into damages for lost salary for the period 1 July 2010 to 30 September 2011, subject to mitigation and sums received from consultancy.
  • Directions for taking of partnership accounts to determine sums due to each party and quantum of expenses and savings.