Limited Partnership in UK Law

Leading Cases
  • Ebrahimi v Westbourne Galleries Ltd; Re Westbourne Galleries Ltd
    • House of Lords
    • 03 Mayo 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.

    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.

    People do not become partners unless they have confidence in one another and it is of the essence of the relationship that mutual confidence is maintained. If neither has any longer confidence in the other so that they cannot work together in the way originally contemplated then the relationship should be ended—unless, indeed, the party who wishes to end it has been solely responsible for the situation which has arisen.

  • (1) Inversiones Frieira Sl and Another v (1) Colyzeo Investors Ii Lp (2) Colyzeo Investment Management Ltd
    • Chancery Division
    • 14 Julio 2011

    I would accept that the position may be different in relation to the exercise of a contractual or other non-statutory right.

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

    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."

  • Exeter City Association Football Club Ltd v Football Conference Ltd and another
    • Chancery Division
    • 29 Enero 2004

    I find her reasoning compelling and I can see no difference in principle for this purpose between a winding-up petition and a petition under section 459. If the right to petition to wind up conferred on every single shareholder is a condition of incorporation under the Companies Act, then so in my judgment is the right to petition for relief for unfair prejudice.

    The statutory rights conferred on shareholders to apply for relief at any stage are, in my judgment, inalienable and cannot be diminished or removed by contract or otherwise. The first is Re Vocam (Europe) Limited [1998] BCC 396. That was a decision made by Mr Justice Rimer in the Companies Court on an interim application. It is not clear whether judgment was reserved.

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Legislation
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Books & Journal Articles
  • Limited partnership: Business, government, civil society, and the public in the Extractive Industries Transparency Initiative (EITI)
    • No. 31-1, February 2011
    • Public Administration and Development
    This article assesses the Extractive Industries Transparency Initiative (EITI), a public‐private partnership designed to help resource‐rich countries avoid corruption in the management of extractiv...
  • The Jersey Limited Liability Partnership: A New Legal Vehicle for Professional Practice
    • No. 60-4, July 1997
    • The Modern Law Review
  • Comment: Some thoughts on the organization of legal Practice in Ethiopia
    • No. 11-1, January 2017
    • Mizan Law Review
    • Tameru Wondim Agegnehu
    • Tameru Wondim Agegnehu: LL.B, (Haile Selassie I University, currently Addis Ababa University, 1972), LL.M (University of Manchester, 1981), former Vice President of the Supreme Court, and currently Attorney & Consultant at Law, Email: tameruw@yahoo.com
    • 229-238
    The art of arguing cases evolved in Ethiopia as elsewhere as a personal skill and to this day, legal service in Ethiopia is a sole practice that has not been able to organize itself into a law firm...
    ...... Lawyers have not been able to take advantage of partnership models under the Ethiopian Commercial Code of 1960 as in other countries, ... that the evolution proceeded through the General Partnership to Limited Partnership (LP) and finally culminating on the Limited Liability ......
  • Maintaining quality through evolving strategy: the TVS Partnership
    • No. 100-4, June 2000
    • Industrial Management & Data Systems
    • 164-171
    In 1993, the TVS Partnership Proprietary Limited (TVS) was the first small business to be awarded the prestigious Australian Quality Award (AQA). TVS’s core business is a small architectural and la...
    ...... Press[ISSN 0263-5577]KeywordsQuality, Awards, Australia,Professional services,Case studiesAbstractIn 1993, the TVS PartnershipProprietary Limited (TVS) was thefirst small business to be awardedthe prestigious Australian QualityAward (AQA). TVS's core businessis a small architectural ......
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Law Firm Commentaries
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Forms
  • T423)
    • HM Courts & Tribunals Service court and tribunal forms
    Includes the refund form for claimants.
    ......Please say whether the respondent is a sole trader, a. partnership, a limited liability company, a plc, a limited company or otherwise. 2.2 ......
  • T422)
    • HM Courts & Tribunals Service court and tribunal forms
    Includes the refund form for claimants.
    ......Please say whether the respondent is a sole trader, a. partnership, a limited liability company, a plc, a limited company or otherwise. 2.2 ......
  • Notice of Application for Direction for Succession Tenancy on Retirement
    • HM Courts & Tribunals Service court and tribunal forms
    Forms relating to agricultural lands and drainage, including notices of application.
    ...... a child of the family in relation to his/her marriage or civil partnership to ( please insert full name and date of marriage below ): . . ... a company under the control of one or both of us) to be treated as limited to my appropriate share of that net annual income ( please identify the ......
  • Notice of Application for Direction for Succession Tenancy on Death
    • HM Courts & Tribunals Service court and tribunal forms
    Forms relating to agricultural lands and drainage, including notices of application.
    ...... a child of the family in relation to his/her marriage or civil partnership to ( please insert full name and date of marriage below ): . . ... a company under the control of one or both of us) to be treated as limited to my appropriate share of that net annual income ( please Identify the ......
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