Ham v Ham & Anor

Ham v Ham & Anor

The correct interpretation of the partnership deed is that, upon dissolution and exercise of the buy-out option, the outgoing partner is entitled to the net value of his share in the whole partnership property, including unrealised profits and gains, as would be realised on a winding up, not merely the value shown in the accounts. The buy-out formula in clause 4.2 is an alternative to winding up and must be construed to provide equivalent value to the outgoing partner.

Parties
Appellant: John Ronald Ham; Respondent: Ronald William Ham; Respondent: Lorna Jean Ham
Jurisdiction
England and Wales
Judgment Date
30 October 2013
Procedural Posture
Civil Appeal / Appeal From First Instance Judgment
Outcome
Appeal allowed
Legal Topics
Interpretation of Partnership Deeds, Valuation of Outgoing Partner's Share, Dissolution of Partnership, Buy Out Provisions
Contract Law Partnership Law Interpretation of Partnership Deeds Valuation of Outgoing Partner's Share Dissolution of Partnership Buy Out Provisions

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 8 Party arguments 2
Sign in to unlock

Parties

John Ronald Ham

Appellant

Ronald William Ham

Respondent

Lorna Jean Ham

Respondent

Procedural Posture

Civil Appeal / Appeal From First Instance Judgment

Legal Issues

  1. 1 What is the correct basis for valuing an outgoing partner's share under the partnership deed?
  2. 2 Does the buy-out provision require valuation based on the accounts or on the market value of partnership assets including unrealised profits?

Ratio Decidendi

The correct interpretation of the partnership deed is that, upon dissolution and exercise of the buy-out option, the outgoing partner is entitled to the net value of his share in the whole partnership property, including unrealised profits and gains, as would be realised on a winding up, not merely the value shown in the accounts. The buy-out formula in clause 4.2 is an alternative to winding up and must be construed to provide equivalent value to the outgoing partner.

Court Disposition

Appeal allowed

Orders

  • The appeal is allowed; the outgoing partner's share is to be valued as a share in the whole partnership property, including unrealised profits, on a net basis equivalent to a winding up.