The specialist partnership law team at Aaron & Partners provides advice on all aspects of partnership and Limited Liability Partnership (LLP) from formation to dissolution. Our experts help form partnerships, convert partnerships to LLPs, bring in new partners, remove existing partners by retirement or expulsion and dissolve partnerships. We deal with partnership disputes.
Our clients include solicitors, accountants, doctors, dentists, other professionals and general trading partnerships. We have experience or mergers and acquisitions of partnerships and LLPs in the professions.
All partnerships and LLPs benefit from having a well drafted partnership / members agreement that clearly sets out the rights and obligations of the parties. Well drafted agreements can save time and costs should disputes arise. Our commercial team regularly advise in relation to the negotiation and drafting of partnership and LLP agreements. Points to consider when considering entering into a partnership or an LLP include:
- How will profits and losses be shared.
- In what proportions will be the partnerships assets be owned?
- How should assets which are used by the partnership but which are owned by one of the partners personally be treated? Will they become partnership assets and if so will the partnership pay to acquire them or will they remain the property of the individual partner with the partnership paying him or her for the use of that asset?
- How much time will each partner / member commit to the partnership and what will their roles be?
- In what circumstances will the partnership come to an end.
- How are partners / members to be removed and what will happen to a partner / member’s liabilities in relation to the partnership once they have left? Will the remaining partners indemnify the outgoing partner?
- What restrictions will apply to the activities of partners / members after they leave the partnership? Should they be able to compete?
Through our experience we can guide you to the most practical solutions to these issues tailored to you particular circumstances and requirements.
Unfortunately, it is a fact of life that partners fall out and if this happens we have extensive experience of assisting in the resolution of the resulting disputes.
Examples of partnership disputes we have handled include:
- The dissolution of property owning partnerships including consideration of issues such as what properties are actually partnership assets, in what proportions the partners own them, how the properties should be divided after settling the partnership liabilities and how mortgage liabilities in relation to the partnership properties should be dealt with going forward.
- Cases involving restrictions on partners competing with their former partnership after they have left (we can act both for the remaining partners in seeking to restrain the actions of an outgoing partner and also for the outgoing partner in defending their position).
- Proceedings for an “account” following the break up of a partnership. Basically this involves ascertaining what each partners entitlement is and often involves, particularly with professional partnerships, consideration of valuation of goodwill and work in progress which is not always accurately reflected in accounts prepared while the partnership is ongoing.
Our aim in relation to all disputes is to provide a cost effective solution that meets our client’s objectives and nowhere is this truer than in relation to partnership disputes.
