Does a Repudiatory Breach Discharge an LLP Member’s Agreement? – Littleton Chambers

Posted August 28th, 2015 in contracts, limited liability partnerships, news, retirement by sally

‘The recent Judgment of Mr. Justice Henderson in Flanagan v Liontrust Investment Partners LLP and others [2015] EWHC 2171, 24th July 2015, has addressed the vexed question of whether the Common Law doctrine of repudiatory breach applies to LLP members’ agreements. It has long been settled law that the doctrine did not apply to traditional partnerships, Hurst v Bryk [2002] 1 AC 185 (HL), but the position under LLP agreements has been the subject of continuing debate. In particular it has been argued, by the author amongst others, that the doctrine applied and that the effect of a repudiatory breach was to enable a member to accept the breach and assert that the default provisions under the Limited Liabilities Partnership Act 2000 applied. In Liontrust Mr. Justice Henderson rejects that argument, save possibly in the case of a two member LLP.’

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Littleton Chambers, 27th July 2015