Limited liability partnerships Flashcards
If the member of an LLP is negligent in the work carried out, what are the two possible causes of action?
Contract and tort
Which action is potentially available against members personally?
Tort only
Williams and another v Natural Life Health Foods Ltd and Richard Mistlin 1998
In deciding whether a member is personally liable to a client, court will have regard to:
- if the member assumed personal responsibility for the advice
- whether the client relied on the assumption of responsibility
- whether such reliance was reasonable
s2 LLPA 2000 - conditions to be met for an LLP to be incorporated
- at least two partners who subscribed their names to an incorporation document
- document and statement of compliance must be delivered to Coho
- the statement must be made by a subscriber to the incorporation document or a solicitor engaged in the formation of the LLP
s4 LLPA 2000 - any person may become a member of an LLP by…
Agreement with existing members
Where there is no agreement, a member may cease to be a member by…
Giving reasonable notice to the other members
s5 LLPA 2000 - the rights of members and their duties to one another are governed by…
The provisions of any agreement between them
F&C Alternative Investment (Holdings) Ltd v Barthelemy 3023
The members of an LLP are not presumed to owe arch other fiduciary duties; rather, like shareholders, they are entitled to vote in their own self interest rather than for the benefit of the partnership as a whole
Clyde and Co LLP and another v Bates van Winkelhof 2014
Members of an LLP are workers for the purpose of protection for whistleblowing
The role of designated members
To perform the administrative and filing duties of the LLP
An LLP is not bound by the actions of a member where…
That member has no authority to act for the LLP and the person dealing with the member is aware of this or does not know or believe that the member was in fact a member of the LLP
Transactions with a person who no longer is a member of an LLP are still valid transactions that bind the LLP unless…
The other party has been told that the person is no longer a member or the Registrar has received a notice to that effect
Where a member of an LLP is liable to a person for a wrongful act or omission in the course of business of the LLP or with its authority, the LLP…
Will be liable to the same extent as the member
