GARY JAMES KEANE v DAVID SARGEN and Ors

GARY JAMES KEANE v DAVID SARGEN and Ors

A partnership existed from 18 June 2012 between the claimant and defendants holding the beneficial interest in DRSL shares, entitling each to equal share in profits and capital; claimant's loan to DRSL under MIPAs is repayable; Deed of Asset Transfer did not settle partnership claims; LLP to be restored for account; absolute discretion clauses do not bar repayment unless properly exercised.

Parties
Claimant: Gary James Keane; Defendant: David Sargen; Defendant: Michael Francis Beaton; Defendant: Sean MacGloin; Defendant: Jonathan Martin; Defendant: Document Risk Solutions Limited; Defendant: Derivative Risk Solutions LLP
Jurisdiction
England and Wales
Judgment Date
06 May 2022
Procedural Posture
Commercial/partnership / Final Judgment
Outcome
Declaration of partnership holding DRSL shares; entitlement to equal share in profits and capital; order for repayment of loan; order for account of sums due from LLP; questions of relief and further applications adjourned.
Legal Topics
Partnership Formation, Beneficial Ownership, Shareholding, Tax Structuring, Contractual Interpretation, Winding Up, Loan Repayment
Commercial Law Partnership Law Company Law Partnership Formation Beneficial Ownership Shareholding Tax Structuring Contractual Interpretation +2 more

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Parties

Gary James Keane

Claimant

David Sargen

Defendant

Michael Francis Beaton

Defendant

Sean MacGloin

Defendant

Jonathan Martin

Defendant

Document Risk Solutions Limited

Defendant

Derivative Risk Solutions LLP

Defendant

Procedural Posture

Commercial/partnership / Final Judgment

Legal Issues

  1. 1 Whether a partnership existed between the claimant and defendants holding the beneficial interest in DRSL shares
  2. 2 Whether the claimant is entitled to an equal share in profits and capital of DRSL via partnership
  3. 3 Whether the claimant's loan to DRSL under MIPAs is repayable

Ratio Decidendi

A partnership existed from 18 June 2012 between the claimant and defendants holding the beneficial interest in DRSL shares, entitling each to equal share in profits and capital; claimant's loan to DRSL under MIPAs is repayable; Deed of Asset Transfer did not settle partnership claims; LLP to be restored for account; absolute discretion clauses do not bar repayment unless properly exercised.

Court Disposition

Declaration of partnership holding DRSL shares; entitlement to equal share in profits and capital; order for repayment of loan; order for account of sums due from LLP; questions of relief and further applications adjourned.

Orders

  • Declaration of existence of partnership between claimant and defendants holding DRSL shares
  • Order for repayment of loan by DRSL to claimant under MIPAs