LLM Partnership and LLP Law

Module leader: Professor Geoffrey Morse

Assessment:  Exam - 3hrs

Module description:

This module covers the three non-corporate preferred business mediums for over a million professions businesses and investment groups. LLPs are still in their infancy and many problems remain to be solved. Partnerships, although over 200 years old, still seem to throw up quite basic problems. The course covers both their dealings with outsiders and their relationship inter se. The relevant law raises issues of statutory interpretation, common law liabilities and equitable duties – a true microcosm of the law.

The first part of the course covers partnership law. It will detail the unusual nature and formation of partnerships, both formal and informal. Then it considers the statutory and other parameters within which partnerships must operate. The main commercial concern is partners’ liability to outsiders; that will be followed by consideration of partners’ duties to their fellow partners and difficult questions relating to partnership property. Finally this part concludes with the complex law on the dissolution and winding up of partnerships.

The second part of the course looks at limited partnerships (LPs), which have been allowed since 1907. They are now used extensively for major investment groups, tax planning and Scottish farms. The main issue is the modifications of partnership law which apply to LPs and how far they alter the nature of the medium.

Finally the course looks at limited liability partnerships (LLPs) which came into force in 2002. Modelled on applied areas of company law but with partnership law aspects, this is a very new and developing area of the law, particularly where the two sources of law conflict. Most professional firms now operate as LLPs.