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Partnership and LLP Overview

Chambers is regarded as one of the leading sets for partnership and LLP work and is consistently top ranked in both Chambers and Partners and Legal 500.

Our experience includes both contentious and non-contentious work, involving general partnerships, limited partnerships and LLPs, across the whole range of business sectors such as professional service firms, investment and investment management vehicles, family wealth management partnerships, property, farming, doctors and dentists, both in the UK and overseas.

An increasing part of our work involves issues arising from the use of partnerships and LLPs in hedge fund, private equity and other financial services structures; in international commercial group structures; and as part of wealth planning strategies.

In the professional services sector, our clients include a number of the major firms of solicitors and accountants.  On the non-contentious side, we have experience of domestic and international mergers, demergers and structuring, LLP conversions and revision of partnership agreements.  Contentious experience includes litigation and arbitration across the full spectrum of partnership disputes: in particular, expulsions; team moves; restrictive covenants; retirements; dissolutions; regulatory and disciplinary issues; insurance coverage issues; and liability to third parties.

The Law of Limited Liability Partnerships (4th edition 2016, Bloomsbury Professional) by John Whittaker and John Machell QC (with contributions from other members of Chambers: Thomas Braithwaite, Jennifer Haywood, Matthew Morrison, James Mather, Adil Mohamedbhai, Amy Proferes and Emma Hargreaves) is established as the leading work on LLPs for practitioners and the courts and John Machell QC, Jennifer Haywood and James Mather have published an LLP Legislation Handbook (2010, Bloomsbury Professional).



Chambers & Partners 2017

Serle Court maintains a particularly large and impressive team of barristers operating prominently in the partnership sphere who are respected both for pure, black-letter expertise in traditional partnership matters and cutting-edge insights into the expanding area of investment vehicle partnership. The affairs of family wealth and business, farming, medical and property partnerships are also covered and the set is further noted for its specialist expertise in LLP issues. Sources characterise Serle Court as a "very serious Chancery set of real depth" and a "forward-looking practice." It is particularly distinguished by the additional value conferred by its "useful seminar programme" and "excellent academic publications."  

Client service: "The clerking is good: the clerks are very smooth, very prompt and very easy to use." "They deal with things in a quick and efficient way." Steve Whitaker is the head clerk. 


John Machell QC 
Receives extensive and enthusiastic praise from across the market as the go-to silk for the most complex or intractable pure partnership or LLP matters, his mastery of the latter being cited particularly frequently. Sources also pay tribute to his superb advocacy, strategic eye for a likely outcome and complete command of structuring questions.                    
Strengths: "The only specialist partnership silk, and far and away the best QC handling this type of work." "The counsel of choice in this area, particularly in respect of LLP issues. He is authoritative, excellent in conference and user-friendly."
Recent work: Successfully led for the respondents in Flanagan v Liontrust Investment Partners LLP, widely acknowledged as one of the most significant partnership cases of recent years. The High Court found that the doctrine of repudiatory breach of contract cannot apply to LLP agreements involving more than two parties. 

Philip Jones QC 
Stands out for his clarity of thinking, straightforwardness of exposition and high level of user-friendliness, founded on many years' experience in the handling of partnership and LLP issues, often acting for HMRC in cases involving taxation aspects. He is also prominent in the representation of solicitors' firms and property partnerships, and has acted as counsel in many partnership-related arbitrations.        
Strengths: "Provides perfect analysis, and is very quick and very good at dealing with the client and explaining things to the layman." "We use him regularly, principally when clients are looking for a more heavyweight name with sound commercial judgement." 

David Blayney QC 
Specialises, in the partnership sphere, in complex and often contentious financial and accounting matters, and is also experienced in cases concerning the dissolution of solicitors' partnerships. He acts regularly as an arbitrator of partnership disputes.      
Strengths: "A brain the size of a planet." "Superb on accounting issues."


Jennifer Haywood 
Combines extensive and varied commercial chancery experience with a record of in-depth involvement in an exhaustive range of contentious and non-contentious partnership issues. Active in both the legal and financial services spheres, and a noted authority on LLP issues, she attracts particular praise for her excellent, candid and common sense-based client service.       
Strengths: "Her greatest asset is her practical, commercial advice. What you want is expertise relevant to what your best next steps are, and you will always get a straight answer from Jennifer." "A great all-rounder, and immensely able technically." 
Recent work: Acted, led by John Machell QC, for the successful respondent parties in the significant LLP-related case, Flanagan v Liontrust Investment Partners LLP.

James Mather 
Singled out by sources for his clear, responsive and thoroughly dependable advocacy and advice in the partnership sphere, particularly where the operations of solicitors' firms, private equity houses and other financial services providers are concerned. He also offers notable expertise and experience on LLP documentation issues.    
Strengths: "Clever, thoughtful and incisive. His reputation continues to grow." "He's particularly solid on partnership and boardroom disputes." 
Recent work: Acted for businessman Miten Dutia in High Court proceedings concerning the existence of an alleged partnership with Sir Bob Geldof to invest in African businesses through the private equity firm 8 Miles.   

Thomas Braithwaite 
A versatile commercial chancery barrister with particularly extensive partnership experience in the legal and medical spheres, and in matters concerning partnerships established outside the UK. He is further noted for his familiarity with arbitration and mediation procedures and is valued for his pragmatic, dependable advice on the merits of claims.        
Strengths: "Very bright, quick on the uptake and good at identifying and explaining problems." "A highly intelligent, fine advocate who thinks things through from first principles." 

Legal 500 2016

Serle Court contains ‘a good spread of people and is able to assist with a wide range of matters’. John Machell QC led Jennifer Haywood in Flanagan v Liontrust, the first decided case on repudiation of LLP agreements. ‘The clerks have a commercial, forward-looking approach and the service reflects this.

David Blayney QC - ‘He has a deep grasp of the law and a practical application.’

Jonathan Adkin QC - 'Unflappable and commendably pragmatic on issues requiring great urgency.'

Frank Hinks QC - ‘A pleasure to work with, highly responsive and always very well prepared'

John Machell QC - ‘For a technical partnership issue, he is the first choice.’

Philip Jones QC - ‘Hands-on throughout a case and very good with clients.’ 

James Mather - ‘Rated for private equity and solicitors’ disputes'

Thomas Braithwaite - ‘He is very incisive and produces first-rate legal analysis.’ 

Jennifer Haywood - ‘A true specialist in LLP and partnership matters.’



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Notable Cases

Re Fingood LLP; Polegoshko v Ibragimov [2015] EWHC 1669 (Ch)

Represented the successful claimants in a case concerning the disputed... more

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

Acted for defendant Guernsey trustees in a c.£20m claim in the... more

Bottrill v Harling [2015] EWCA Civ 564

Acted for the appellant in the Court of Appeal in... more

Flanagan v Liontrust Investment Partners LLP [2015] EWCA 2171 (Ch)

Henderson J gave the first judgment on the question whether... more

Flanagan v Liontrust Investment Partners LLP [2015] EWHC 2171 (Ch)

Application of the doctrine of termination by acceptance of repudiatory... more

Bottrill v Harling {2015] EWCA Civ 564

Oral partnership agreements; repayment of capital accounts on retirement. more

Archer v Nubuke Investments LLP [2014] EWHC 3425 (Ch)

Claim by a former member of a financial services LLP. more

Bates van Winkelhof v Clyde & Co LLP [2014] UKSC 32

Instructed to act for the intervener, Public Concern at Work,... more

Wah v Grant Thornton [2013] 1 All ER (Comm) 1226; [2012] EWHC 3198 (Ch)

Enforceability of ADR provisions in member firm agreement. more

Tiffin v Lester Aldridge [2012] 1 WLR 1887

Employment status of fixed share members of LLPs and meaning... more

Shiraz Boghani v Bashir Nathoo (2011) LTL 10/8/2011: Case Law - AC0129625

Two partners created a partnership for the purposes of carrying... more

Aritsan H Ltd v BDW Trading Ltd & Ors Ch D, 31 March 2010, Kitchin J

A dispute arose between two property developers specialising in urban... more

Gadd v Gadd [2002] 08 EG 160

Basis of valuation for purchase of deceased partner's shares more

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