Hilton v D IV LLP & Ors [2015] EWHC 2 (Ch) (12 January 2015)

Hilton v D IV LLP & Ors [2015] EWHC 2 (Ch) (12 January 2015)

The claimants are contractually entitled under clauses 12 and 13 of the relevant partnership deeds to inspect (but not necessarily copy) the books and records of the LLPs of which they are members, as those terms are functionally defined, and this right is not limited by purpose or by the nature of the documents, subject to the documents being books and records of the LLP. The application for Norwich Pharmacal relief fails because Bird & Bird LLP was not mixed up in any alleged wrongdoing and alternative remedies exist.

Citation
[2015] EWHC 2 (Ch)
Parties
Claimant: Mike Hilton; Claimant: Philip Stephen Bradley; Claimant: Roger Humber; Claimant: Michael Ward; Defendant: D IV LLP; Defendant: D III LLP; Defendant: THE FILM DEVELOPMENT PARTNERSHIP LLP; Defendant: FDP LLP; Defendant: Bird & Bird LLP
Jurisdiction
England and Wales
Judgment Date
12 January 2015
Procedural Posture
Part 8 Claim (chancery Division) / Judgment After Hearing on Entitlement to Inspect/copy Documents and Norwich Pharmacal Relief
Outcome
Claimants entitled to inspect documents as books and records of the LLPs; Norwich Pharmacal relief refused.
Legal Topics
Limited Liability Partnerships, Members' Rights of Inspection, Interpretation of Partnership Deeds, Norwich Pharmacal Relief, Disclosure of Documents
Company Law Partnership Law Civil Procedure Limited Liability Partnerships Members' Rights of Inspection Interpretation of Partnership Deeds Norwich Pharmacal Relief Disclosure of Documents

Case Brief

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Parties

Mike Hilton

Claimant

Philip Stephen Bradley

Claimant

Roger Humber

Claimant

Michael Ward

Claimant

D IV LLP

Defendant

D III LLP

Defendant

THE FILM DEVELOPMENT PARTNERSHIP LLP

Defendant

FDP LLP

Defendant

Bird & Bird LLP

Defendant

Procedural Posture

Part 8 Claim (chancery Division) / Judgment After Hearing on Entitlement to Inspect/copy Documents and Norwich Pharmacal Relief

Legal Issues

  1. 1 Whether claimants are contractually entitled to inspect and copy documents held by former solicitors of LLPs under the partnership deeds and applicable regulations
  2. 2 Whether Norwich Pharmacal relief should be granted against the solicitors holding the documents

Ratio Decidendi

The claimants are contractually entitled under clauses 12 and 13 of the relevant partnership deeds to inspect (but not necessarily copy) the books and records of the LLPs of which they are members, as those terms are functionally defined, and this right is not limited by purpose or by the nature of the documents, subject to the documents being books and records of the LLP. The application for Norwich Pharmacal relief fails because Bird & Bird LLP was not mixed up in any alleged wrongdoing and alternative remedies exist.

Court Disposition

Claimants entitled to inspect documents as books and records of the LLPs; Norwich Pharmacal relief refused.

Orders

  • Claimants (or their authorised agents) may inspect documents held by Bird & Bird LLP to the extent they are books and records of the LLPs under clauses 12/13 of the deeds.
  • Parties to attempt agreement on which documents fall within 'books and records'; unresolved disputes to be determined by the court.