Commercial Law
Partnership and LLP Dispute Barristers
Advice and advocacy for partners and LLP members on dissolution, expulsion, retirement, profit shares, accounts and competing businesses.
Takes about 2 minutes. No obligation.
Barristers regulated by the Bar Standards Board
Partnership disputes often begin with a falling out between people who work side by side every day: a partner who stops pulling their weight, a disagreement over drawings, a plan to bring in a new partner, or the discovery that one partner has been quietly building a competing practice. Unlike a company, a general partnership has no separate legal personality in England and Wales, so the dispute is about the partners' personal rights in a shared business and its assets.
Where there is no written agreement, or the agreement is silent, the Partnership Act 1890 fills the gaps. Section 24 provides that partners share capital and profits equally, are not entitled to a salary, and cannot change the nature of the business or admit a new partner without unanimous consent. Section 25 means a majority cannot expel a partner unless the agreement expressly allows it. A partnership at will can be ended by any partner giving notice, and section 35 lets the court dissolve a partnership on grounds including persistent breach of the agreement, conduct prejudicial to the business, the business only being carried on at a loss, or where it is just and equitable. Partners also owe each other duties of good faith, must account for secret profits, and must not compete with the firm without consent.
Limited liability partnerships are different. An LLP is a body corporate under the Limited Liability Partnerships Act 2000, and its members' rights come from the LLP agreement, with default rules in the 2001 Regulations applying where the agreement is silent. Those default rules also prevent a majority from expelling a member without an express power. LLP members can bring unfair prejudice claims modelled on section 994 of the Companies Act 2006, unless all members have agreed in writing to exclude that right, and an LLP can be wound up on the just and equitable ground.
Many partnership and LLP agreements require disputes to go to arbitration or mediation first, and the court will usually stay proceedings brought in breach of an arbitration clause. A Direct Access Barrister can interpret the agreement, advise on dissolution, retirement or expulsion, draft notices and claims, and represent you in court or arbitration. You serve and file documents and gather the firm's financial records. Where a full account between partners is needed, forensic accounting evidence is common, and your Barrister will advise whether additional support is needed.
What Partnership Disputes Barristers Do
General Partnerships
Advice under the Partnership Act 1890 on:
- Whether a partnership exists and on what terms
- Dissolution by notice or by order of the court
- Winding up the firm and realising its assets
- Taking partnership accounts and drawings disputes
- Outgoing partners' share of post-dissolution profits
- Secret profits and competing businesses
LLPs
Advice to LLP members and firms on:
- Interpreting the LLP agreement and default rules
- Expulsion, compulsory retirement and good faith
- Unfair prejudice claims by LLP members
- Capital accounts and payments to retiring members
- Restrictive covenants against departing members
- Just and equitable winding-up of the LLP
Documents and Hearings
Your Barrister can draft and argue:
- Notices of dissolution, retirement or expulsion
- Letters of claim and responses
- Claims for dissolution, an account or an injunction
- Applications for a receiver to protect firm assets
- Arbitration statements of case
- Mediation position papers and settlement terms
Your Barrister drafts these documents. You serve notices on your partners, and issue and file proceedings.
What You Gather
With Direct Access you:
- The partnership or LLP agreement and any variations
- Several years of firm accounts and tax returns
- Capital and current account records for each partner
- Minutes or emails recording key partner decisions
- Client lists and evidence of diverted work
- Bank statements for firm accounts
How Direct Access Works
- 1
Identify the Structure
Your Barrister establishes whether you are in a general partnership, a limited partnership or an LLP, and whether there is a written agreement, because that determines which rules govern every later step.
- 2
Review the Agreement
The agreement is checked for retirement and expulsion powers, notice periods, valuation of outgoing shares, restrictive covenants and any arbitration or mediation clause.
- 3
Protect the Business
Where a partner is diverting clients, withdrawing funds or excluding others from the books, your Barrister advises on urgent steps, from access to records to an injunction or the appointment of a receiver.
- 4
Notices and Negotiation
Dissolution, retirement or expulsion notices are drafted to comply with the agreement or the Act, and exit terms are negotiated, often with an accountant valuing each partner's share.
- 5
Proceedings or Arbitration
If agreement cannot be reached, your Barrister drafts the claim or arbitration statement of case, seeking dissolution, an account, damages for breach of duty or an unfair prejudice remedy for an LLP member.
- 6
Account and Final Settlement
After liability is decided, the court or arbitrator usually directs an account between the partners. Your Barrister represents you through that process so that the final figures properly reflect capital, profits and liabilities.
Does your case qualify for Direct Access?
Tell us about your matter and we'll confirm whether you can instruct a Barrister directly, then match you with the right specialist.
Prefer to talk? Call 0800 302 9921. Lines open 8am to 8pm, same-day callback.
Frequently Asked Questions
We never signed a partnership agreement. Are we still partners?
You can be. A partnership exists whenever two or more people carry on a business in common with a view to profit, whatever they call it. Without a written agreement, the default rules in the Partnership Act 1890 apply, including equal sharing of profits and the right of any partner to end a partnership at will by notice.
Can my partners expel me?
Only if the partnership or LLP agreement contains an express power of expulsion and it is exercised properly and in good faith. Neither the Partnership Act 1890 nor the LLP default rules allow a majority to expel a partner or member without such a power.
How do I end a partnership?
If the partnership is at will, any partner can dissolve it by giving notice to the others. If the agreement sets a fixed term or notice provisions, those must be followed. Otherwise you may need to ask the court to dissolve it on one of the grounds in section 35 of the Partnership Act 1890.
What am I entitled to if I leave and the others carry on?
That depends first on the agreement. Where it is silent and the continuing partners use the outgoing partner's share without a final settlement, section 42 of the Act gives the outgoing partner the choice of a share of profits attributable to the use of their share, or interest at 5% a year on it.
Can an LLP member bring an unfair prejudice claim?
Yes. The unfair prejudice remedy available to company shareholders applies to LLP members with modifications, unless the members have all agreed in writing to exclude it. Many professional LLP agreements do exclude it, so check yours before relying on it.
A partner has set up a competing business. What can we do?
A partner who competes with the firm without consent must account for the profits made, and a partner who uses firm property or opportunities must hand over any benefit. Restrictive covenants in the agreement may also restrain competition after departure. Urgent cases may justify an injunction.
Can we instruct a Barrister directly for a partnership dispute?
Yes. Partners and LLPs regularly use Direct Access for advice, notices, negotiation and hearings. You remain responsible for serving notices and court documents. Fixed fees, agreed up front. Advice starts from £250 and court representation from £850, with a clear quote before any work begins.
Resolve Your Partnership Dispute on the Right Footing
Speak to a Barrister about your rights under the Partnership Act 1890 or your LLP agreement.
Or call us: 0800 302 9921. Lines open 8am to 8pm, same-day callback.