Hammonds (A Firm) v Danilunas & Ors

Hammonds (A Firm) v Danilunas & Ors

Outgoing partners are bound by partnership accounts prepared and delivered in accordance with clause 16.2 of the partnership deed, meaning all individuals who were partners at any time during the relevant partnership year are so bound. The references to 'Partner' or 'Partners' in clause 16.2 include outgoing partners, except for the Senior Partner and Partners' Meeting, which refer to the office holders at the time of the meeting. The application for summary judgment or strike out of the Addleshaw Defendants' defences based on misrepresentation, estoppel, and set-off is dismissed, as the legal issues are complex, fact-dependent, and not suitable for summary determination.

Parties
Claimant: Hammonds (A Firm); Defendant: M Danilunas; Defendant: John Deacon; Defendant: Mark Hilton; Defendant: Jonathan Hosie; Defendant: David Jones; Defendant: Jonathan Moore; Defendant: Mark Newcombe; Defendant: Gerard O’Neil; Defendant: Simon Palmer; Defendant: Dermot Preston; Defendant: Nigel Proctor; Defendant: Philip Rees; Defendant: Martin Thomas; Defendant: Stephen Tupper
Jurisdiction
England and Wales
Judgment Date
13 February 2009
Procedural Posture
Civil (partnership/commercial) / Judgment on Preliminary Issue and Summary Judgment/strike Out Application
Outcome
Preliminary issue determined in favour of Hammonds; summary judgment/strike out application dismissed.
Legal Topics
Construction of Partnership Deed, Binding Effect of Partnership Accounts, Agency of Partners, Misrepresentation, Estoppel, Set Off, Summary Judgment, Strike Out Applications
Partnership Law Contract Law Restitution Equity Construction of Partnership Deed Binding Effect of Partnership Accounts Agency of Partners Misrepresentation +4 more

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Parties

Hammonds (A Firm)

Claimant

M Danilunas

Defendant

John Deacon

Defendant

Mark Hilton

Defendant

Jonathan Hosie

Defendant

David Jones

Defendant

Jonathan Moore

Defendant

Mark Newcombe

Defendant

Gerard O’Neil

Defendant

Simon Palmer

Defendant

Dermot Preston

Defendant

Nigel Proctor

Defendant

Philip Rees

Defendant

Martin Thomas

Defendant

Stephen Tupper

Defendant

Procedural Posture

Civil (partnership/commercial) / Judgment on Preliminary Issue and Summary Judgment/strike Out Application

Legal Issues

  1. 1 Whether outgoing partners are bound by partnership accounts prepared under clause 16.2 of the partnership deed
  2. 2 Whether claims based on alleged misrepresentation, estoppel, and set-off by outgoing partners can be maintained against the partnership and/or its continuing partners

Ratio Decidendi

Outgoing partners are bound by partnership accounts prepared and delivered in accordance with clause 16.2 of the partnership deed, meaning all individuals who were partners at any time during the relevant partnership year are so bound. The references to 'Partner' or 'Partners' in clause 16.2 include outgoing partners, except for the Senior Partner and Partners' Meeting, which refer to the office holders at the time of the meeting. The application for summary judgment or strike out of the Addleshaw Defendants' defences based on misrepresentation, estoppel, and set-off is dismissed, as the legal issues are complex, fact-dependent, and not suitable for summary determination.

Court Disposition

Preliminary issue determined in favour of Hammonds; summary judgment/strike out application dismissed.

Orders

  • Declaration that outgoing partners are bound by partnership accounts prepared and delivered in accordance with clause 16.2 of the partnership deed.
  • Application for summary judgment or strike out of defences based on misrepresentation, estoppel, and set-off dismissed.