Partnership in UK Law

Leading Cases
  • Ebrahimi v Westbourne Galleries Ltd; Re Westbourne Galleries Ltd
    • House of Lords
    • 03 May 1972

    The superimposition of equitable considerations requires something more, which typically may include one, or probably more, of the following elements—(i) an association formed or continued on the basis of a personal relationship, involving mutual confidence—this element will often be found where a pre-existing partnership has been converted into a limited company; (ii) an agreement, or understanding, that all, or some (for there may be "sleeping" members), of the shareholders shall participate in the conduct of the business; (iii) restriction upon the transfer of the members' interest in the company—so that if confidence is lost, or one member is removed from management, he cannot take out his stake and go elsewhere.

    It is these, and analogous, factors which may bring into play the just and equitable clause, and they do so directly, through the force of the words themselves. A company, however small, however domestic, is a company not a partnership or even a quasi-partnership and it is through the just and equitable clause that obligations, common to partnership relations, may come in.

  • Ebrahimi v Westbourne Galleries Ltd; Re Westbourne Galleries Ltd
    • House of Lords
    • 03 May 1972

    The words are a recognition of the fact that a limited company is more than a mere judicial entity, with a personality in law of its own: that there is room in company law for recognition of the fact that behind it, or amongst it, there are individuals, with rights, expectations and obligations inter se which are not necessarily submerged in the company structure.

  • MacKinlay v Arthur Young McClelland Moores & Company
    • House of Lords
    • 23 Nov 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.

  • Ensign Tankers (Leasing) Ltd v Stokes
    • House of Lords
    • 12 Mar 1992

    The section is not concerned with the purpose of the transaction but with the purpose of the expenditure. It is true that Victory Partnership only engaged in the film trade for the fiscal purpose of obtaining a first year allowance but that does not alter the purpose of the expenditure.

  • Strahan v Wilcock
    • Court of Appeal
    • 19 Ene 2006

    Shares are generally ordered to be purchased on the basis of their valuation on a non-discounted basis where the party against whom the order is made has acted in breach of the obligation of good faith applicable to the parties' relationship by analogy with partnership law, that is to say where a "quasi-partnership" relationship has been found to exist. However, on this appeal I need not express a final view on what those circumstances might be.

  • Don King Productions Inc. v Warren
    • Court of Appeal
    • 21 Dic 1998

    The reason is quite simply that partnership property within s.20 Partnership Act 1890 includes that to which a partner is entitled and which all the partners expressly or by implication agree should, as between themselves, be treated as partnership property. It is immaterial, as between the partners, whether it can be assigned by the partner in whose name it stands to the partners jointly.

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Books & Journal Articles
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Law Firm Commentaries
  • US/UK Partnership Announced
    • LexBlog United Kingdom
    • Porter Wright Morris & Arthur LLP
    • 31 de Diciembre de 2008
    In recent days, the US EPA’s National Center for Environmental Research and the United Kingdom’s Natural Environment Research Council, Physical Sciences Research Council, Department for Environment...
  • U.K. Partnership Tax Changes
    • JD Supra United Kingdom
    • Akin Gump Strauss Hauer & Feld LLP
    • 25 de Febrero de 2014
    Slightly later than first advertised, Her Majesty’s Revenue & Customs (HMRC) has now issued further guidance regarding the employment status of members of U.K. limited liability partnerships (L...
  • UK Government Launches Cybersecurity Partnership
    • LexBlog United Kingdom
    • Hunton Andrews Kurth LLP
    • 27 de Marzo de 2013
    On March 27, 2013, the UK Government announced the Cyber Security Information Sharing Partnership (“CISP”), a partnership between government and industry to share intelligence on cybersecurity thre...
  • Limited liability partnership and partnership accounts: amending regulations
    • JD Supra United Kingdom
    • Dentons
    • 7 de Abril de 2016
    New regulations make changes to the accounting regulatory framework for LLPs to bring it into line with changes made in 2015 to the accounting regulatory framework for companies.
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