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Partnership Disputes

At Lewis Nedas Law, when it comes to protecting a partnership or the rights of individual partners, we understand that clear, practical and commercially-minded legal advice can make all the difference. If you need assistance preventing or resolving a dispute, we can help.
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Partnership Dispute Solicitors London

Partnership Disputes Solicitors London

A dispute between business partners can threaten the value of the business, working relationships, income and professional reputation. Lewis Nedas Law advises partners, former partners, professional practices and businesses on partnership disputes in London and across England and Wales.

Speak to our partnership dispute solicitors on +44 20 7387 2032 or complete our online contact form to discuss your position.

Our lawyers advise on disputes involving partnership agreements, profit shares, management rights, misconduct, breaches of duty, retirement, expulsion and dissolution. We act for partners seeking to protect their rights and for partnerships responding to claims or internal disputes.

Call +44 20 7387 2032 Request a Consultation
Understanding Partnership Disputes

What Is a Partnership Dispute?

A partnership dispute is a disagreement concerning the rights, duties, management or financial affairs of a partnership.

Section 1 of the Partnership Act 1890 defines partnership as the relationship between persons carrying on a business in common with a view of profit.

Disputes often develop when partners disagree over how the business is being run, the division of profits, access to financial information, individual conduct or the future of the partnership.

The legal position can be shaped by the partnership agreement and the Partnership Act 1890. A careful review of both is often one of the first steps in assessing the dispute.

Partnership disputes can become commercially damaging very quickly. Early legal advice can help identify the rights of each partner, preserve evidence and explore whether the business relationship can be repaired or an orderly exit agreed.

Areas of Advice

Partnership Disputes We Advise On

Our partnership dispute lawyers advise on matters including:

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Breaches of partnership agreements

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Disputes over the interpretation of partnership terms

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Profit, loss and drawings disputes

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Capital contribution disputes

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Partner misconduct

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Breaches of fiduciary obligations

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Misuse of partnership money or property

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Secret profits and unauthorised benefits

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Competition with the partnership

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Access to partnership accounts and records

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Management and voting disputes

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Retirement and partner exits

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Expulsion or attempted expulsion

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Dissolution of a partnership

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Winding up partnership affairs

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Fraud and asset-related disputes

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Restrictive covenants and confidential information

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Liability for partnership debts

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Disputes involving professional partnerships

Our experience includes disputes involving partners and professional practices in sectors such as law, accountancy, healthcare, architecture and surveying.

Where a dispute develops into wider business litigation, our commercial litigation solicitors can advise on the connected claims and court procedure.

Partnership Agreements

Why the Partnership Agreement Matters

The partnership agreement is often the starting point in a partnership dispute.

A well-drafted agreement may set out how profits are divided, how decisions are made, what happens when a partner retires, the circumstances in which expulsion may take place and how disputes should be resolved.

It may contain procedures for valuation, notice periods, restrictive covenants or the purchase of a departing partner's interest.

The wording can have major consequences once a disagreement develops. Before taking formal action, the agreement should be examined alongside the factual history and relevant statutory rules.

No Written Agreement

What Happens If There Is No Written Partnership Agreement?

A partnership can exist without a formal written partnership agreement.

Where partners have not agreed different terms, provisions of the Partnership Act 1890 may govern their relationship.

Under the statutory default rules, partners may have equal rights to share capital and profits, and each partner may take part in the management of the business. New partners cannot ordinarily be introduced without the consent of all existing partners.

The Act contains rules covering access to partnership books, accountability for benefits obtained from partnership transactions and competition with the firm.

These default provisions may produce an outcome the partners never expected. The absence of a written agreement does not mean that no legal rights or obligations exist.

Expulsion from a Partnership

Can a Partner Be Expelled?

Expulsion is an area where partnership disputes can become particularly contentious.

For an ordinary partnership governed by the Partnership Act 1890, a majority of partners cannot expel another partner merely by voting to remove them. Section 25 provides that an expulsion power must have been expressly agreed between the partners.

A partnership agreement may contain such a power and set conditions for its use. The wording of the clause, the process followed and the reasons for the proposed expulsion may all need close examination.

An attempted expulsion carried out without the required contractual authority may be challenged.

This makes it risky to assume that allegations of poor performance, misconduct or a breakdown in trust automatically give the remaining partners a right to remove someone from the partnership.

Partner Obligations

Partner Duties, Accounts and Secret Profits

Partners may owe significant duties to one another and to the partnership.

The Partnership Act 1890 requires partners to provide true accounts and full information concerning matters affecting the partnership.

A partner may need to account to the firm for a benefit obtained without the consent of the other partners from a partnership transaction or from use of partnership property, the firm's name or business connections.

The Act contains provisions dealing with a partner who competes with the partnership during its lifetime.

Disputes in this area can concern diversion of business, undisclosed payments, use of partnership funds, client relationships or commercial opportunities taken personally by one partner.

The available response will turn on the evidence, partnership agreement and nature of the alleged breach.

Leaving a Partnership

Retirement and Leaving a Partnership

A partner wishing to leave should establish the legal and financial consequences before serving notice or agreeing exit terms.

Questions can arise over:

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The value of the departing partner's interest

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Capital accounts and undistributed profits

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Outstanding liabilities

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Client or customer relationships

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Continuing obligations

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Restrictive covenants

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Use of confidential information

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Transfer of assets

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Notice to third parties

Where the partnership is at will and no fixed duration has been agreed, the Partnership Act contains provisions allowing a partner to determine the partnership by giving notice.

The wording of any partnership agreement must still be reviewed before an exit strategy is chosen.

Dissolution

Dissolving a Partnership

A dispute may reach the point where continuing the partnership is no longer commercially realistic.

Dissolution can arise under the partnership agreement, through statutory provisions or following a court order.

Section 35 of the Partnership Act 1890 gives the court power to order dissolution in a number of circumstances. These include certain conduct prejudicial to the business, wilful or persistent breaches that make it not reasonably practicable for the other partners to continue the partnership with that partner, circumstances where the business can only be carried on at a loss, and cases where the court considers dissolution just and equitable.

Dissolution does not mean that every issue disappears immediately.

The partnership's affairs may need to be wound up, liabilities addressed, accounts prepared and partnership property dealt with. Disputes can continue over asset ownership, valuation and the division of remaining funds.

LLPs and Limited Partnerships

Partnership Disputes and Limited Liability Partnerships

An ordinary partnership and a limited liability partnership, or LLP, are not the same legal structure.

An LLP is a separate legal entity governed by the Limited Liability Partnerships Act 2000 and associated regulations. The rights and duties between its members will commonly be governed by an LLP agreement, with statutory default provisions potentially applying where particular matters have not been agreed.

This distinction can affect liability, management rights, exit provisions and the remedies available when a dispute arises.

Lewis Nedas Law advises on partnerships, LLPs and limited partnerships. You can read more about these structures on our Partnerships, Limited Liability Partnerships and Limited Partnerships page.

Out of Court Options

Can a Partnership Dispute Be Resolved Without Court Proceedings?

Yes. Many partnership disputes can be resolved through negotiation, mediation or another form of alternative dispute resolution.

Early negotiations may focus on changes to management arrangements, financial adjustments, a partner exit or an agreed dissolution.

Mediation gives the parties an opportunity to explore settlement with an independent mediator. It can be useful where the partners want greater control over the commercial terms of the outcome.

Some partnership agreements require arbitration or another dispute resolution procedure.

Court proceedings remain available where settlement cannot be reached or where urgent legal remedies are required.

Urgent Relief

Urgent Action in a Partnership Dispute

Certain disputes require action before the wider disagreement can be resolved.

Examples may include allegations that a partner is removing money, transferring assets, diverting customers, misusing confidential information or taking steps that could cause serious damage to the business.

Depending on the facts, it may be necessary to consider an injunction, disclosure application or another interim remedy.

Urgent court applications carry strict legal and evidential requirements. The potential costs and risks should be assessed at an early stage.

Taking the Matter to Court

Partnership Dispute Litigation

If an agreement cannot be reached, court proceedings may become necessary.

The process can involve pre-action correspondence, formal statements of case, disclosure, witness evidence, expert evidence, interim applications and trial.

Partners should assess the commercial value of litigation alongside the legal merits. A court case can affect business relationships, management time and costs.

Settlement discussions can continue after proceedings have started.

Our dispute resolution lawyers advise on bringing and defending civil claims and can represent clients through each stage of partnership litigation.

Our Lead Solicitor

Partnership Disputes Led by Wilson Soares

Lewis Nedas Law's Dispute Resolution and Company/Commercial department is headed by Wilson (Will) Soares, Senior Associate Solicitor and Notary Public.

Wilson Soares

Senior Associate Solicitor & Notary Public — Head of Dispute Resolution and Company/Commercial Languages: Portuguese, Spanish and French

Will acts for entrepreneurs, companies, high-net-worth individuals and families in contentious and commercial matters. His litigation practice includes contract and company disputes, together with domestic and cross-border cases.

Partnership disputes often combine contractual, commercial and financial issues. The wider Lewis Nedas Law team can provide support where a matter involves fraud, insolvency, employment, property or international elements.

View Wilson's solicitor profile →

FAQ

Frequently Asked Questions About Partnership Disputes

What is a partnership dispute?

A partnership dispute is a disagreement over partners' rights, duties, finances, management, conduct or the interpretation of a partnership agreement.

Can a partner be expelled by majority vote?

Not automatically. Under the Partnership Act 1890, an ordinary partnership needs an express agreed power before a majority can expel a partner.

What happens if there is no partnership agreement?

Statutory default rules under the Partnership Act 1890 may govern the partnership. These can cover profits, management rights, access to books and the admission of new partners.

Can a partnership dispute be settled through mediation?

Yes. Mediation can help partners negotiate an exit, financial settlement, management solution or other agreement without a final court trial.

Can a court dissolve a partnership?

Yes. The Partnership Act 1890 gives courts power to order dissolution on specified grounds, including certain breaches and just and equitable grounds.

Contact Our Team

Contact Our Partnership Dispute Solicitors in London

A partnership dispute can affect both the business and the personal financial position of the people involved. Taking advice early can clarify your legal rights and help identify the most practical route towards settlement, exit or litigation.

Contact Lewis Nedas Law's partnership dispute solicitors in London on +44 20 7387 2032 or complete the firm's online contact form. We advise partners and partnerships on negotiation, mediation, expulsion, retirement, dissolution and court proceedings.

Call +44 20 7387 2032 Request a Consultation

This page provides general information about partnership disputes in England and Wales. It does not constitute legal advice. The legal position in any individual dispute will depend on the terms of any partnership agreement, the facts and the applicable statutory provisions.

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