Partnership Disputes

Partnership disputes are common in professional and non-professional spheres. Legal, accounting and taxation issues make them extremely complex to resolve and this book provides guidance that will be invaluable to professional advisors trying to resolve disputes and to those involved.

It aims to answer the transactional questions involved by making reference to invaluable precedent materials that go to the heart of partnership disputes.

• Details the legal fundamentals of partnership creation and the legal obligations of partners
• Explains how disputes can and do arise
• Provides a guide to the cause of disputes and a ‘best practice’ for avoiding them and providing for them in the partnership agreement
• Presents model partnership agreements
• Guides the reader through the provisions of often used partnership agreements looking at the seminal case of Phoenix v Pope concerning such agreements
• Provides industry specific examples of successful partnership agreements with specific emphasis on dispute clauses
• Addresses the nature of mediation / arbitration clauses and how they operate to diffuse / contain partnership disputes
• Looks at the effect of mediator’s statements and arbitral proceedings
• Explains what happens if parties are dissatisfied with mediation and the institution of court proceedings.
• Provides transactional precedents, from incepting partnerships to mediation notices and notices of instructions
  

Chapter 1 : Introduction
• Definition and nature
• How Partnerships may arise
• Partnership Agreements
• Basic Terms

Chapter 2 : Duties and Obligations of Partners
• Property Rights: who owns what and when
• Liability for premises
• Income and liability of other businesses
• Accounts
• Expulsion
• Goodwill
• Staff
• Sharing profits and accounting on dissolution

Chapter 3 : Types of Dispute
• Breach of the partnership agreement
• Claims in negligence against partners
• Misuse of partnership funds and property
• Breach of trust
• Unauthorised acts of partner
• Taking secret profit
• Breach of confidence
• Breach of good faith

Chapter 4 : Dispute Clauses
• Mechanisms for dealing with partnership disputes
• Partnership agreement dispute clauses
• Arbitration and mediation
• Contents and drafting
• Precedents
• Phoenix v Pope

Chapter 5 : Negotiation and Mediation
• Types of alternative dispute resolution
• Informal negotiation

o How to begin negotiations

o Meetings without prejudice to outcomes

o Use of intermediary
o Who?
o Qualifications
o Informal meetings
o Drafting settlement agreements

• Mediation

o Selecting the mediator
o Procedure: CEDR and others
o Resolution

Chapter 6 : Arbitration
• Arbitration
• Powers of the arbitrator under the 1966 Act
• Powers at common law
• Interim remedies
• Accounts
• Competition
• Declaratory relief subject to terms of arbitration
• Dissolution
• Payment
• Rectification of partnership agreement
• Release of partner from obligations under the agreement
• Winding up
• Orders as to costs

Chapter 7 : Dissolution and Winding-Up
• Dissolution and winding-up proceedings

Chapter 8: Court Practice and Procedure
• The mechanics of dissolution through the courts
• Preliminary issues
• The taking of accounts
• Jurisdiction and allocation of business

Appendices

- Arbitration precedents; Notes, draft statement of case
- Statutes
- Partnership Act 1980
- Limited Partnerships Act 1907
- Extracts from CPR
- CEDR Mediation Agreement