England and Wales Case Law

Suzanne Elaine Procter v Philip John Procter & Ors

In the absence of any express or implied agreement as to the financial terms of retirement, a retiring partner is entitled to be paid the value of her share in the partnership assets as at the date of retirement, valued at market value, and the continuing partners must account for that share. There was a technical dissolution as respects the retiring partner, and the entitlement is not limited to book value or to the terms of the partnership deed unless expressly provided.

Source excerpt

• Retirement of partner
• Valuation of partnership assets
• Technical dissolution
• Entitlement of outgoing partner
• Interpretation of partnership deeds

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Boyle v Burke & Anor

Boyle v Burke & Anor [2019] EWHC 3364 (Ch) (10 December 2019)

The High Court held that transferring a solicitors’ partnership business to a company did not dissolve the partnership, so the claimant’s pension-triggering clause was not engaged.

• Dissolution of partnership
• Interpretation of partnership deeds
• Pension entitlements
• Winding up of partnerships
• Partnership-dissolution
• Partnership-deed-interpretation

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Boyle v Burke & Anor

The High Court held that transferring a firm’s business to a company did not dissolve the partnership, so the claimant’s pension-triggering clause was not activated.

• Dissolution of partnership
• Pension entitlements
• Interpretation of partnership deeds
• Partnership-dissolution
• Partnership-deeds
• Pension-entitlements

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Hilton v D IV LLP & Ors

Hilton v D IV LLP & Ors [2015] EWHC 2 (Ch) (12 January 2015)

The High Court held that LLP members could inspect relevant books and records under the deeds, but refused Norwich Pharmacal relief against the solicitors holding the documents.

• Limited liability partnerships
• Members' rights of inspection
• Interpretation of partnership deeds
• Norwich pharmacal relief
• Disclosure of documents
• Limited-liability-partnerships

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Ham v Ham & Anor

The Court of Appeal held that a partnership buy-out clause required valuation of the outgoing partner’s share by reference to the whole partnership property, including unrealised gains.

• Interpretation of partnership deeds
• Valuation of outgoing partner's share
• Dissolution of partnership
• Buy-out provisions
• Partnership-law
• Contract-interpretation

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Ham v Ham & Anor

Ham v Ham & Anor [2013] EWCA Civ 1301 (30 October 2013)

The Court of Appeal interpreted a partnership deed buy-out clause to require valuation of the outgoing partner’s share in the whole partnership property, including unrealised gains.

• Interpretation of partnership deeds
• Valuation of outgoing partner's share
• Buy-out provisions
• Dissolution of partnership
• Asset valuation
• Partnership-law

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Drake v Harvey & Ors (Rev 1)

The Court of Appeal held that a deceased partner’s share under a family farming partnership deed was to be valued by reference to book values in the last annual accounts, not fair value.

• Valuation of partnership assets
• Interpretation of partnership deeds
• Retirement and death of partners
• Capital and profit distribution
• Partnership-law
• Contract-interpretation

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Drake v Harvey & Ors (Rev 1)

Drake v Harvey & Ors (Rev 1) [2011] EWCA Civ 838 (20 July 2011)

The Court of Appeal held that a partnership deed required the outgoing partner’s share to be valued by the last accounts using book value, not fair market value.

• Valuation of partnership assets
• Interpretation of partnership deeds
• Rights of outgoing partners
• Capital accounts
• Family partnerships
• Partnership-law

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Drake v Harvey & Ors

The court held that outgoing partners’ entitlements under the partnership deed must be valued on a fair basis, using current market value rather than historic book values.

• Partnership dissolution
• Valuation of partnership assets
• Capital accounts
• Retirement and death of partners
• Interpretation of partnership deeds
• Partnership-law

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Hammonds (A Firm) v Jones

The Court of Appeal held that partnership accounts under clause 16.2 were binding on outgoing partners for the relevant accounting year, though they had no vote at the final meeting.

• Interpretation of partnership deeds
• Binding effect of partnership accounts on outgoing partners
• Partnership-law
• Contract-interpretation
• Partnership-accounts
• Outgoing-partner-rights

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