Reinhard v Ondra LLP & Ors (Rev 1) [2015] EWHC 26 (Ch) (14 January 2015)

Reinhard v Ondra LLP & Ors (Rev 1) [2015] EWHC 26 (Ch) (14 January 2015)

On the true construction of the contract, Mr Reinhard did not become a member of Ondra LLP upon execution of the contract, as the contract created an employment relationship and not membership. Under English law, he could not simultaneously be both an employee and a member if he would have been a partner in a notional partnership. Therefore, his claim to membership and associated rights fails.

Citation
[2015] EWHC 26 (Ch)
Parties
Claimant: Hans Henning Reinhard; Defendant: Ondra LLP; Defendant: Michael Alexander Tory; Defendant: Benoit d'Angelin
Jurisdiction
England and Wales
Judgment Date
14 January 2015
Procedural Posture
Civil (chancery Division) / Trial of Liability
Outcome
Claim dismissed
Legal Topics
LLP Membership Rights, Employment Status of LLP Members, Construction of Partnership Agreements, Wrongful Dismissal, Breach of Fiduciary Duty
Employment Law Partnership Law Company Law LLP Membership Rights Employment Status of LLP Members Construction of Partnership Agreements Wrongful Dismissal Breach of Fiduciary Duty

Case Brief

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Parties

Hans Henning Reinhard

Claimant

Ondra LLP

Defendant

Michael Alexander Tory

Defendant

Benoit d'Angelin

Defendant

Procedural Posture

Civil (chancery Division) / Trial of Liability

Legal Issues

  1. 1 Whether Mr Reinhard became or was entitled to become a member of Ondra LLP under the contract and on what terms
  2. 2 Whether Mr Reinhard could simultaneously be an employee and a member of Ondra LLP
  3. 3 Whether Mr Reinhard was wrongfully dismissed

Ratio Decidendi

On the true construction of the contract, Mr Reinhard did not become a member of Ondra LLP upon execution of the contract, as the contract created an employment relationship and not membership. Under English law, he could not simultaneously be both an employee and a member if he would have been a partner in a notional partnership. Therefore, his claim to membership and associated rights fails.

Court Disposition

Claim dismissed

Orders

  • Mr Reinhard's claims for membership, profit share, capital interest, wrongful dismissal, unpaid dividends, underpayment of bonuses, and unpaid expenses are dismissed.
  • No relief is granted to Mr Reinhard under the contract.