Ilott v Williams & Ors [2013] EWCA Civ 645 (07 June 2013)

Ilott v Williams & Ors [2013] EWCA Civ 645 (07 June 2013)

There was no partnership between the appellant and the first three respondents as there was no actual carrying on of business prior to joining BlueCrest LP. The Side Letter did not entitle the appellant to a share of profits after receipt of notice of removal, as profit entitlement was conditional on continued partnership status at all relevant times. The removal decision was rational and within the board's discretion, even if an implied term of rationality applied.

Citation
[2013] EWCA Civ 645
Parties
Appellant: Stephen Ilott; Respondent: Richard Williams; Respondent: George Cooper; Respondent: Andrew McCaffery; Respondent: BlueCrest Capital Management LP; Respondent: BlueCrest Capital Management LLP
Jurisdiction
England and Wales
Judgment Date
07 June 2013
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division)
Outcome
Appeal dismissed
Legal Topics
Formation of Partnership, Interpretation of Partnership Agreements, Implied Terms in Partnership Removal, Profit Allocation on Removal, Novation of Contractual Obligations
Partnership Law Contract Law Employment Law Formation of Partnership Interpretation of Partnership Agreements Implied Terms in Partnership Removal Profit Allocation on Removal Novation of Contractual Obligations

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 7 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Parties

Stephen Ilott

Appellant

Richard Williams

Respondent

George Cooper

Respondent

Andrew McCaffery

Respondent

BlueCrest Capital Management LP

Respondent

BlueCrest Capital Management LLP

Respondent

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division)

Legal Issues

  1. 1 Whether a partnership existed between the appellant and the first three respondents prior to formal business commencement
  2. 2 Whether the appellant was entitled to a share of profits under the Side Letter after removal as a partner
  3. 3 Whether the removal of the appellant was subject to an implied term of rationality

Ratio Decidendi

There was no partnership between the appellant and the first three respondents as there was no actual carrying on of business prior to joining BlueCrest LP. The Side Letter did not entitle the appellant to a share of profits after receipt of notice of removal, as profit entitlement was conditional on continued partnership status at all relevant times. The removal decision was rational and within the board's discretion, even if an implied term of rationality applied.

Court Disposition

Appeal dismissed