Kiril Klaturov & Anor v Revetas Capital Advisors LLP & Anor

Kiril Klaturov & Anor v Revetas Capital Advisors LLP & Anor

The only contractual terms governing the claimants' remuneration are those contained in the 2016 and 2020 LLP Agreements, in particular clause 8, which makes all remuneration conditional on distributable profits and a decision to distribute. There was no agreement by conduct or implied term entitling the claimants to unconditional payment of deferred compensation or bonuses. The claim for such sums is dismissed. However, there is a genuine dispute as to profit share, and an account is ordered to determine any sums due under clause 8.

Parties
Claimant: Kiril Klaturov; Claimant: KMKH EOOD; Defendant: Revetas Capital Advisors LLP; Defendant: Eric Assimakopoulos
Jurisdiction
England and Wales
Judgment Date
16 November 2024
Procedural Posture
Commercial Claim / Trial Judgment
Outcome
Claim for deferred compensation and bonuses dismissed; account ordered for profit share claim.
Legal Topics
Limited Liability Partnerships, Partner Remuneration, Implied Terms, Profit Share, Contractual Interpretation
Partnership Law Contract Law Company Law Limited Liability Partnerships Partner Remuneration Implied Terms Profit Share Contractual Interpretation

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Parties

Kiril Klaturov

Claimant

KMKH EOOD

Claimant

Revetas Capital Advisors LLP

Defendant

Eric Assimakopoulos

Defendant

Procedural Posture

Commercial Claim / Trial Judgment

Legal Issues

  1. 1 Whether the claimants are unconditionally entitled to deferred compensation and bonuses for 2018-2021 outside the LLP Agreements
  2. 2 Whether an agreement by conduct or implied term exists entitling the claimants to such sums
  3. 3 Whether the LLP Agreements exhaustively govern member remuneration

Ratio Decidendi

The only contractual terms governing the claimants' remuneration are those contained in the 2016 and 2020 LLP Agreements, in particular clause 8, which makes all remuneration conditional on distributable profits and a decision to distribute. There was no agreement by conduct or implied term entitling the claimants to unconditional payment of deferred compensation or bonuses. The claim for such sums is dismissed. However, there is a genuine dispute as to profit share, and an account is ordered to determine any sums due under clause 8.

Court Disposition

Claim for deferred compensation and bonuses dismissed; account ordered for profit share claim.

Orders

  • Claim for deferred compensation and bonuses in the sum of €1,199,918 dismissed.
  • An account is to be taken of what, if any, share of the profits is due to the claimants under clause 8 of the 2016 or 2020 LLP Agreements.