Formation of Partnership in UK Law

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Leading Cases
  • MacKinlay v Arthur Young McClelland Moores & Company
    • House of Lords
    • 23 novembre 1989

    What he receives out of the partnership funds falls to be brought into account in ascertaining his share of the profits of the firm except in so far he can demonstrate that it represents a payment to him in reimbursement of sums expended by him on partnership purposes in the carrying on of the partnership business or practice — the example was given in the course of argument of the partner travelling to and staying in Edinburgh on the business of the firm — or a payment entirely collateral made to him otherwise than in his capacity as a partner (as in Heastie v. Veitch & Co.

  • Popat v Shonchhatra
    • Court of Appeal (Civil Division)
    • 25 juin 1997

    While each partner has a proprietary interest in each and every asset, he has no entitlement to any specific asset and, in consequence, no right, without the consent of the other partners or partner, to require the whole or even a share of any particular asset to be vested in him.

  • Tiffin v Lester Aldridge LLP
    • Court of Appeal (Civil Division)
    • 11 juillet 2012

    That is because in law an individual cannot be an employee of himself. Nor can a partner in a partnership be an employee of the partnership, because it is equally not possible for an individual to be an employee of himself and his co-partners (see Cowell v. Quilter Goodison Co Ltd and Q.G. Management Services Ltd [1989] IRLR 392). The statutory hypothesis which the subsection requires in order to answer that question is that A and the other members of the LLP 'were partners in a partnership'.

  • Raymond Bieber and Others v Teathers Ltd ((in Liquidation))
    • Chancery Division
    • 09 février 2012

    Fifth, such a trust is akin to a "retention of title" clause, enabling the recipient to have recourse to the payer's money for the particular purpose specified but without entrenching on the payer's property rights more than necessary to enable the purpose to be achieved. It is not as such a "purpose" trust of which the recipient is a trustee, the beneficial interest in the money reverting to the payer if the purpose is incapable of achievement.

  • Criterion Properties Plc v Stratford UK Properties LLC and Others
    • Chancery Division
    • 27 mars 2002

    In my judgment, therefore, what Belmont and Akindele decide for present purposes is that actual knowledge of circumstances which make the payment a misapplication is sufficient to bind the conscience of the recipient. On my analysis of the essential nature of the second supplementary agreement that, however, is not this case.

  • Austin Rover Group Ltd v Crouch Butler Savage Associates
    • Court of Appeal (Civil Division)
    • 25 mars 1986

    It is in the interests of both plaintiffs and the public that litigation should proceed with all diligence. It is in the interest of defendants that they should be able to know when claims against them are statute barred. This type of case, where writs are held for too long and service is attempted in haste within the last week of its validity, continues to arise far too frequently.

  • R (Huitson) v HM Revenue and Customs
    • Queen's Bench Division (Administrative Court)
    • 28 janvier 2010

    It is also immediately plain that the tax avoidance scheme, if it worked, would be singularly attractive to any person in the position of the Claimant, that is, any resident of the UK who, as a self-employed person, carried on a trade or profession here.

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Books & Journal Articles
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Law Firm Commentaries
  • ILPA model limited partnership agreement: attention turns to LP-favourable terms
    • JD Supra United Kingdom
    ILPA has recently published a model limited partnership agreement (LPA) that reflects preferred terms and practices for the LP community investing in private equity funds. The Model LPA conforms to...
    ...... earlier this year), and is part of ILPA’s Simplification Initiative, designed to streamline the negotiation process and reduce fund formation costs. Time will tell as to whether or not the Model LPA is likely to emerge as the manager roadmap to attract LP capital and establish best ......
  • UK Limited Partnership Law Reform – Two Developments
    • Mondaq UK
    ...... law, such as transparency requirements, principal place of business, arrangements for ending a limited partnership, and the role of formation agents. The call for evidence closes on 17 March 2017. The content of this article is intended to provide a general guide to the subject matter. ......
  • Registration Of A Company Or A Partnership In Scotland
    • Mondaq UK
    ...... UK Company fact sheet. UK Company formation article (Frequently Asked Questions). UK Company in a nutshell. SCOTTISH LIMITED PARTNERSHIP. In Scotland the partnership (legally known as a ......
  • Partnership Vehicles Come Under Scrutiny
    • Mondaq UK
    ...... usefully used in layered structures to ensure that a proper separation is achieved between the separate layers and a number of classic fund formation jurisdictions have recognised the utility of these features and have introduced a similar range of partnership vehicles, with and without entity ......
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