Chambers UK 2020

A leading commercial chancery set that has a sizeable caseload relating to LLPs and other types of partnership. It possesses a bench that is both broad and deep, and has many experienced silks and juniors who are equally adept at handling both advisory and contentious partnership cases. Members represent both individuals and firms in professional partnerships across the whole business spectrum and have an especially long history of acting for those involved in the agricultural and professional services sector. Of late, however, they have increasingly been busying themselves with financial services-related partnership work, and have been particularly engaged in the hedge fund and private equity fields. One solicitor characterised the set thus: "We like barristers who roll their sleeves up, which they all do at Serle Court. The barristers are all very intellectual but easy to work with, and they demonstrate a real passion for their cases."

Client Service: Head clerk Steven Whitaker "has been around for many years. He's very responsive and knows how to nudge his barristers in the right direction when needed."

Silks:

John Machell QC: "Has a strong command of the brief and is excellent if there are complex issues at play." "Extremely able, intellectually impressive and good both in court and on the papers."

Philip Jones QC:  "A very persuasive and smooth advocate who is a real heavyweight chancery silk."

Juniors:

James Mather: "A very clever barrister who has good awareness of what the client's objective is and doesn't just trot on from one argument to the next. He impresses with his advocacy and how he handles himself generally in court."

Jennifer Haywood: "Very straightforward in her advice and very well liked by clients." "She is always excellent with her response times and flexible when it comes to being available at short notice."

Thomas Braithwaite: "He's unflappable; he was in a case where both sides had voluminous amounts of information to juggle and, although on his own, he did a sterling job." "He is very capable in this field and very good to deal with."

Legal 500 2020

Silks:

John Machell QC: "He is the doyen of specialist partnership counsel; he works exceptionally hard and is fantastic to work alongside; a consummate team player."

Philip Jones QC: "He is pragmatic and commercially astute."

David Blayney QC: "He is a fearsome lawyer; his capacity both to absorb and process information and turn that into a winning strategy is phenomenal."

Frank Hinks QC: "He is a highly experienced and very effective QC."

Jonathan Adkin QC: "He has a strong but well-measured presence in court, is clear and concise in his advocacy and cuts through the issues in the case."

Juniors:

Jennifer Haywood: "She is calm, hugely experienced in her field and very good at explaining complex concepts to lay clients."

James Mather: "He is a very thoughtful and cerebral senior junior who is a real team player and an established star of the contentious partnership Bar."

Thomas Braithwaite: "He has a precise and forensic legal mind and appears to have complete mastery of his practice."

Grupo Mexico SAB DE CV v Infund LLP:

The Companies Act 2006 introduced new provisions giving the Court power to order the rectification of the register.  The provisions apply to both companies and LLPs: see sections 1094 and 1096.  In Grupo Mexico v Infund LLP 25 May 2018, Carr J considered the meaning of these provisions in the context of the administrative restoration of an LLP and decided that a rectification order should be made the effect of which was to reverse the restoration.  John Machell QC and Dan McCourt Fritz acted for the Defendants.

Re Fingood LLP; Polegoshko v Ibragimov:

Represented the successful claimants in a case concerning the disputed legal and beneficial ownership of a Lithuanian shipping business run through an English LLP. 

Newmarket Holdings (Guernsey) Ltd v Confiance Ltd and Ors.:

Acted for defendant Guernsey trustees in a c.£20m claim in the Chancery Division relating to an alleged partnership/joint venture concerning London real estate.

Bottrill v Harling:

Acted for the appellant in the Court of Appeal in a case involving an orally agreed partnership agreement and a dispute as to a retiring partner's entitlement to a capital payment from the partnership capital account upon retirement.

Flanagan v Liontrust Investment Partners LLP:

Henderson J gave the first judgment on the question whether the doctrine of termination by acceptance of repudiatory breach applies to LLP agreements.

Flanagan v Liontrust Investment Partners LLP:

Application of the doctrine of termination by acceptance of repudiatory breach to LLP agreements.

Bottrill v Harling:

Oral partnership agreements; repayment of capital accounts on retirement.

Archer v Nubuke Investments LLP:

Claim by a former member of a financial services LLP.

Bates van Winkelhof v Clyde & Co LLP:

Instructed to act for the intervener, Public Concern at Work, in the Supreme Court appeal in Bates van Wilkenhof v Clyde & Co LLP.  The case concerned the construction of section 4(4) of the Limited Liability Partnerships Act 2000 and the reach of the whistleblowing provisions in the Employment Rights Act 1996.

Wah v Grant Thornton:

Enforceability of ADR provisions in member firm agreement.

Tiffin v Lester Aldridge:

Employment status of fixed share members of LLPs and meaning of section 4(4) of the Limited Liability Partnerships Act 2000.

Shiraz Boghani v Bashir Nathoo (2011):

Two partners created a partnership for the purposes of carrying out property development.  However, it was a partnership at will and one of the partners dissolved the firm at a time when two properties remained unfinished.  The other partner insisted that the section 38 of the Partnership Act 1890 obliged the firm to complete the developments. The first partner was awarded a declaration that it was not necessary within the meaning of that section to complete the developments for the purposes of winding up the partnership, even if no new contracts were required, particularly as outside parties were interested in taking over the developments.  He did not succeed however in persuading the court that his solicitors alone should have conduct of the sale of the properties. Morritt VC ordered that the properties should be sold by agreement or, in default of agreement, as directed by the Master, rather than the claimant.

Aritsan H Ltd v BDW Trading Ltd & Ors:

A dispute arose between two property developers specialising in urban regeneration projects as to construction of the agreement governing their joint venture LLPs. The defendant LLP member had claimed that it was entitled to act without the consent of the claimant member in causing the LLP to enter into contracts where the claimant had, in its view, acted in breach of its fiduciary duty, and had acted without consent in entering into a contract with a public body to its own advantage. The defendant LLP member further claimed that it could choose whether to procure financing from elsewhere or advance funding to the LLP itself.

At a trial that took place 2 weeks after issue of the claim (following an application for a speedy trial) Kitchin J determined that, as a matter of construction, the only acts which the partnership board representatives of one member could carry out without the consent of the other member were limited to those provided for by the LLP agreement (essentially the bringing of a claim against, or defence of a claim by, the other member). He further found that the defendant was obliged to use all reasonable endeavours in procuring external funding before advancing funding itself to the LLP. Kitchin J granted an interim injunction restraining the defendant from acting without consent of the claimant, pending determination of the remaining issues and ordered the defendant to provide an account of relevant information.

Gadd v Gadd:

Basis of valuation for purchase of deceased partner's shares