Partnership in UK Law

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

    It has often been argued, and was so in this House, that its authority is limited to true deadlock cases. Whether there is deadlock or not, he says, the circumstances "are such that we ought to apply, if necessary, the analogy of the partnership law and to say that this company is now in a state which could not have been contemplated by the parties when the company was formed."

    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.

    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 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.

  • MacKinlay v Arthur Young McClelland Moores & Company
    • House of Lords
    • 23 November 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 March 1992

    Victory Partnership expended capital of $3,250,000.00 for the purpose of producing and exploiting a commercial film. The production and exploitation of a film is a trading activity. The expenditure of capital for the purpose of producing and exploiting a commercial film is a trading purpose. The section is not concerned with the purpose of the transaction but with the purpose of the expenditure.

  • Tiffin v Lester Aldridge LLP
    • Court of Appeal (Civil Division)
    • 11 July 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'.

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Legislation
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Books & Journal Articles
  • Sample Partnership/LLP Agreement
    • Appendix
    • Partnership and LLP Law - 2nd edition
    • Elspeth Berry
    • 263-276
  • Partnership in Practice
    • No. 38-3, September 1991
    • Probation Journal
    As Probation Committees anticipate their new scope under the Criminal Justice Act 1991 to grant-aid voluntary projects, Harriet Bretherton, an Inner London probation officer seconded as a team lead...
  • The Foundations of Social Partnership
    • No. 54-2, June 2016
    • British Journal of Industrial Relations
    ‘Social partnership’ between capital and labour is a distinctive characteristic of German industrial relations. Based on a survey of 142 German employers’ associations, we investigate differences i...
  • Why has Irish Social Partnership Survived?
    • No. 47-1, March 2009
    • British Journal of Industrial Relations
    The present system of social partnership in Ireland is in its twentieth year. A range of explanations have been put forward to explain why social partnership has been so durable even though it does...
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Law Firm Commentaries
  • UK Government Launches Cybersecurity Partnership
    • LexBlog United Kingdom
    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...
  • UK Tax: When Partnership Is Not Partnership
    • JD Supra United Kingdom
    The recent decision of the First Tier Tribunal (FTT) in the unusual case of R. Ashton v HMRC [2016] UKFTT 727 serves as a useful reminder to taxpayers of two issues: (1) the potential for confusion...
  • New UK Limited Partnership for Private Funds
    • JD Supra United Kingdom
    On 6 April 2017, a new form of limited partnership came into existence with the introduction of a ‘private fund limited partnership’ (PFLP) under the Legislative Reform (Private Fund Limited Partne...
  • Enhancing the US-UK Sanctions Partnership
    • LexBlog United Kingdom
    The Directors of the UK Office of Financial Sanctions Implementation (OFSI) and the US Office of Foreign Assets Control (OFAC), Giles Thomson and Andrea Gacki, have announced, via a joint press sta...
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Forms
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