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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Procter v Procter & Ors (Rev1)

Procter v Procter & Ors (Rev1) [2024] EWCA Civ 324 (09 April 2024)

The Court of Appeal held that a retiring partner was entitled to be paid the market value of her share in partnership assets, despite no express exit-term agreement.

• Retirement of partner
• Valuation of partnership share
• Technical dissolution
• Rights of outgoing partner
• Interpretation of partnership deed
• Partnership-law

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Horsford v Horsford

The High Court rejected a son’s proprietary estoppel defence, enforced a partnership buy-out under a 2012 agreement, and ordered payment of the mother’s share.

• Proprietary estoppel
• Partnership dissolution
• Contractual estoppel
• Land valuation
• Retirement of partner
• Proprietary-estoppel

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Tann v Herrington

Tann v Herrington [2009] EWHC 445 (Ch) (10 March 2009)

The court held that Mr Tann retired under the partnership agreement and that Mr Herrington could not pass the firm’s uninsured negligence loss to him.

• Dissolution of partnership
• Retirement of partner
• Indemnity for partnership liabilities
• Duty of care between partners
• Professional indemnity insurance
• Partnership-law

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Pickard & Anor (t/a Jacksons) v Orpwood

Pickard & Anor (t/a Jacksons) v Orpwood [2002] EWCA Civ 1968 (06 December 2002)

Appeal about whether Worthing partnership losses could be counted when valuing a retiring partner’s share under a partnership deed. The Court of Appeal allowed the appeal.

• Partnership dissolution
• Retirement of partner
• Calculation of partnership profits
• Interpretation of partnership deed
• Partnership-law
• Partnership-dissolution

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