Reinhard v Ondra LLP & Ors [2015] EWHC 1869 (Ch) (30 June 2015)

Reinhard v Ondra LLP & Ors [2015] EWHC 1869 (Ch) (30 June 2015)

The contract, properly construed, made Mr Reinhard a member of Ondra LLP on the terms of the April Draft, not an employee, as this construction best reflects the commercial substance and intentions of the parties, and gives effect to the membership interest which was a key part of the contractual package. Section 4(4) of the LLP Act precludes dual status, and the membership construction is to be preferred even if the contract uses employment language.

Citation
[2015] EWHC 1869 (Ch)
Parties
Claimant: Hans Henning Reinhard; Defendant: Ondra LLP; Defendant: Michael Alexander Tory; Defendant: Benoit D'Angelin
Jurisdiction
England and Wales
Judgment Date
30 June 2015
Procedural Posture
Civil (chancery Division) / Post Trial Supplemental Judgment on Construction and Misrepresentation
Outcome
Declaration that Mr Reinhard was a member of Ondra LLP, not an employee, under the contract.
Legal Topics
LLP Membership Vs Employment Status, Contract Construction, Section 4(4) Limited Liability Partnerships Act 2000, Misrepresentation, Remedies for Breach of Contract
Employment Law Partnership Law Contract Law LLP Membership Vs Employment Status Contract Construction Section 4(4) Limited Liability Partnerships Act 2000 Misrepresentation Remedies for Breach of Contract

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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) / Post Trial Supplemental Judgment on Construction and Misrepresentation

Legal Issues

  1. 1 Whether the contract resulted in Mr Reinhard becoming an employee or a member of Ondra LLP
  2. 2 Whether Mr Reinhard is precluded from asserting membership status
  3. 3 Proper construction of the contract in light of section 4(4) of the LLP Act

Ratio Decidendi

The contract, properly construed, made Mr Reinhard a member of Ondra LLP on the terms of the April Draft, not an employee, as this construction best reflects the commercial substance and intentions of the parties, and gives effect to the membership interest which was a key part of the contractual package. Section 4(4) of the LLP Act precludes dual status, and the membership construction is to be preferred even if the contract uses employment language.

Court Disposition

Declaration that Mr Reinhard was a member of Ondra LLP, not an employee, under the contract.

Orders

  • Membership construction of the contract is preferred and declared.
  • Consequential directions to be determined as necessary.