Partnership and LLP disputes, resolved or fought.
Expulsion, dissolution, profit share, accounts and member exit disputes for partners in traditional partnerships and LLPs. Panel members authorised to conduct litigation can run the case without a solicitor on the record.
Partnership disputes are rarely only about money. They involve people who built something together, often without a written agreement that anticipates the fallout, and the legal analysis has to work alongside a commercial reality in which the business usually needs to keep trading while the argument runs.
Clerk&Counsel places independent barristers on partnership and LLP disputes for departing partners, continuing partners, LLP members and the firms themselves. We are a clerking agency rather than a chambers or a firm of solicitors, so the instruction runs directly between you and counsel.
Where a member of our panel holds a litigation extension from the Bar Standards Board, that barrister can also conduct litigation on the dispute. They can be on the court record, issue proceedings in the Business and Property Courts, deal with disclosure and interim applications and conduct the trial or the account, which keeps the case with one professional who understands the whole story.
Partnership and LLP disputes we handle.
- Dissolution of a partnership at will and winding up of partnership affairs.
- Expulsion disputes and challenges to the exercise of an expulsion clause.
- Profit share, drawings and capital account disputes.
- Accounts and inquiries, including partnership accounts taken by the court.
- Departing partner disputes over goodwill, client lists and work in progress.
- Restrictive covenant and team move disputes on exit.
- LLP member disputes, including unfair prejudice style complaints and members' agreement construction.
- Breach of fiduciary duty, secret profits and diversion of partnership opportunities.
A barrister who can be on the record.
A litigation authorised barrister can take the dispute from first letter to final order. That includes drafting the partnership claim, applying for interim relief such as an injunction to preserve the business or an order for access to accounting records, running the disclosure exercise that these cases always require, and appearing at the trial or the account.
For a departing partner without a solicitor this is often the difference between engaging properly and drifting. Partnership disputes reward early, precise steps, particularly where drawings have been stopped, access to systems has been cut off, or clients are being contacted.
Where the dispute is heavily documented, or where forensic accountancy will drive the outcome, a solicitor led team with counsel behind it may be more efficient. We say which structure we recommend before you commit.
What governs the relationship when the papers are thin.
Where there is no written agreement, the Partnership Act 1890 supplies the default terms. Profits and losses are shared equally, no partner can be expelled by a majority, and any partner can dissolve a partnership at will by notice. Those defaults frequently surprise the parties, and they often decide the negotiating position.
For LLPs, the LLP Act 2000 and the default regulations apply where the members' agreement is silent, with a similarly blunt set of outcomes. Where an agreement does exist, the argument usually moves to construction of the exit, valuation and restraint clauses, and to whether the process actually followed matched the process written down.
Fiduciary duties run alongside the contract. A partner who diverts an opportunity, takes a secret commission or competes while still in the firm faces an account of profits regardless of what the agreement says.
Settling without dissolving the business.
Litigation between partners can be corrosive to the value everyone is arguing over, which is why most of these disputes settle. Mediation works well because the outcome can be structured, with a payment schedule, a handover of clients and an agreed announcement, none of which a court could order.
Expert determination of the valuation, with the legal issues reserved, is another practical route where the only real argument is what the outgoing share is worth. Counsel can advise on the terms of reference and then represent you in the process.
Where settlement is not available, an early application for an interim order or for accounts often concentrates minds far more effectively than further correspondence.
Specialist areas within this practice.
Partnership falling apart? Get counsel on it early.
Send the partnership or members' agreement if there is one, the recent accounts and a short chronology. We will come back with counsel options and whether a litigation authorised barrister can run the case.
Common questions.
Can a barrister conduct a partnership dispute without a solicitor?
Yes, where the barrister holds a litigation extension from the Bar Standards Board. They can issue and serve proceedings, handle disclosure and interim applications and appear at every hearing. We confirm whether the counsel proposed for your matter is authorised.
We never signed a partnership agreement. What happens?
The Partnership Act 1890 fills the gaps. Profits are shared equally, partners cannot be expelled by majority vote, and any partner can dissolve a partnership at will on notice. Those defaults often carry more weight than the parties expect.
Can I be expelled from the partnership?
Only if the agreement gives a power of expulsion and it was exercised in accordance with its terms and in good faith. Without an express clause there is no power to expel, and an attempted expulsion may itself be a repudiatory breach.
How is a departing partner's share valued?
By the agreement where it provides a mechanism, otherwise by taking an account of the partnership assets, including goodwill and work in progress. Expert accountancy evidence is common where the figures are contested.
Will the dispute be public?
Court proceedings are generally public. Mediation and expert determination are confidential, which is one reason many firms prefer them where reputation and client relationships are at stake.