Ilott v Williams & Ors

Ilott v Williams & Ors

No partnership existed between the appellant and the first three respondents prior to the Side Letter as there was no carrying on of business in common with a view of profit. The Side Letter did not entitle the appellant to a share of profits after notice of removal, as there was no contractual obligation to time-apportion profits or draw up interim accounts. The removal of the appellant was rational and not in breach of any implied term.

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 / Court of Appeal Judgment
Outcome
Appeal dismissed
Legal Topics
Partnership Formation, Profit Allocation, Implied Terms, Removal of Partners, Interpretation of Partnership Agreements
Commercial Law Partnership Law Contract Law Partnership Formation Profit Allocation Implied Terms Removal of Partners Interpretation of Partnership Agreements

Case Brief

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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 / Court of Appeal Judgment

Legal Issues

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

Ratio Decidendi

No partnership existed between the appellant and the first three respondents prior to the Side Letter as there was no carrying on of business in common with a view of profit. The Side Letter did not entitle the appellant to a share of profits after notice of removal, as there was no contractual obligation to time-apportion profits or draw up interim accounts. The removal of the appellant was rational and not in breach of any implied term.

Court Disposition

Appeal dismissed