Partnership & LLP Law - A Roundup with Ten Old Square Chambers

Introduction

This virtual classroom seminar will unpack the most recent cases and help you stay up to date with developments in the case law relating both to traditional partnership and LLPs.

The seminar will enable discussion of key issues in an interactive question and answer format.

It is suitable for those with all levels of prior experience.

What You Will Learn

This live and interactive session will cover the following:

• Key case law developments in partnership and LLP law:
• Tribe v Elborne Mitchell LLP - Decision making in partnerships and LLPs, just how far will Braganza duties be applied in partnerships? The recent law in this fast evolving area.
• HFFX LLP and Others v HMRC - in what circumstances will the Courts apply Braganza duties of good faith and rationality to contractual discretions, and how if at all do the principles here differ in the context of LLPs? Do such implied duties arise only where there is a conflict of interest, and in what circumstances will such duties be excluded contractually?
• Rued v Dormer - a recent examination of the duty of good faith, its nature and what would constitute a breach. Also the interaction between good faith and a contractual provision in a partnership agreement conferring a financial advantage. In such circumstances, can partners benefit themselves personally at the cost of the firm?
• Rennie v Rennie, Dymoke v Association for Dance Movement Psychotherapy UK Ltd - Will natural justice be required in the context of removing a partner or member? Should the individual up for termination have a right to be heard?
• Moody v the Estate of the Late Norman Jones and Others [2021] EWHC 3443 (Ch) - When is a breach of a partnership agreement “grave” or “persistent” in the context of a clause allowing dissolution for cause? How will the Courts approach the valuation of partnership shares and assets on a general dissolution and the exercise of an option to purchase another partner’s share? Plus, more analysis of how far the Courts will imply a term requiring a partner accused of misconduct to be given a chance to answer the allegations.
• McKee v McKee [2022] NICh 6 and Alnajjar and Another v Majeed and Another [2022] EWHC 686 (Ch) - In what circumstances will property used in connection with a partnership be treated as an assets of the partnership?
• Re Bell Pottinger LLP, Secretary of State for Business, Energy and Industrial Strategy v Geoghegan and Others [2021] EWHC 672 (Ch) - Are junior members of an LLP with no management responsibilities subject to the Directors’ disqualification process under the Company Directors Act 1986 as applied to LLPs by the Limited Liability Partnership Regulations 2001?
• How those cases fit into the ‘bigger picture’
• Recent know how and best practice in partnership and LLP law as revealed by the cases considered and discussed
• An opportunity to enhance understanding and to discuss recent cases with leading practitioner insight

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.