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Alex J.
Alex J., Litigator
Category: UK Law
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Experience:  LLB, LPC, DELF
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Partnership question 10 years ago myself and my partner

Resolved Question:

Partnership question

10 years ago myself and my partner set up a business which she now works in.

I funded it and have various documents which show me as being involved namely joint bank account, letter to employee signed by us both as partners, web domain registered to myself via the company. I could also if necessary ask previous employees to confirm my involvement.

There has been a split and my partner is excluding me totally from the business. I have never taken any monies from this but do have capital tied up.

However !!

1. There is no official partnership agreement
2. The accounts have always been filled as a sole trader in my partners name. We had a meeting with accountant several years ago and informed him that it was a partnership but he appears to have no recollection of this and has mysteriously lost the paperwork for that year !
3. I haven't been involved in the day to day running for several years but am still a joint bank account holder.

What are my options please? Have I any redress in the courts for a financial pay off? Can I ask them to recognise the partnership legally ?

Thanks in advance !
Submitted: 1 year ago.
Category: UK Law
Expert:  Alex J. replied 1 year ago.
Hi

Thank you for your question and welcome to Just Answer.

1. You can ask your partner to buy out your capital;
2. If she refuse then under s32 of the Partnership Act 1890 you can serve her with a notice to dissolve the partnership. The creditors will be paid off and the assets divided up.
3. If she still refuses you can apply to court under s35 for a court order ordering its dissolution.

The fact that you have filed sole trade accounts is irrelevant. If it is actually a partnership in fact then that is what it will be treated as.

I look forward to hearing from you.

Kind regards

AJ
Customer: replied 1 year ago.

If the partnership is legally dissolved what would happen to all the registered customers? Is there any way to stop my partner from keeping them all and simply opening under a new name?


 


Thanks in advance.

Expert:  Alex J. replied 1 year ago.
Hi

Thank you for your question.

The customer list forms part of the goodwill. You can either agree to one of you takes the goodwill.

The only way to stop your partner from starting business again is to agree a restrictive covenant, but even that would only be limited for about two years. You can't restrain trade indefinitely as it is against EU law.

You will just have to agree that one of you takes the customer list.

I look forward to hearing from you.

Kind regards

AJ
Alex J., Litigator
Category: UK Law
Satisfied Customers: 2539
Experience: LLB, LPC, DELF
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