LLM Partnership and LLP Law

Teaching and assessment (2018-19):  Semester 1, 1 x 3 hour exam

Module description:

The first part of the course covers partnerships, over half a million of which carry on business in the UK. UK Partnership law is also widely applicable in Australia, New Zealand, Canada, Singapore and other Commonwealth countries. Scottish partnerships have legal personality but other UK partnerships do not. The content of this part will first detail the nature and formation of partnerships, both formal and informal. Then follows the main commercial concern which is partners’ liability to outsiders on contracts, torts and other wrongs; that will be followed by consideration of partners’ duties to their fellow partners and interesting questions relating to ownership of partnership property. Finally this part concludes with the important law on the dissolution and winding up of solvent 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 as financial vehicles. The main issue is the modifications of partnership law which apply to LPs (recently updated) and how far they alter the nature of the medium. Modern proposed alterations to the law to prevent money laundering avoidance by Scottish LPs are highly relevant.

Finally the course looks at the limited liability partnership (LLPs) which came into force in 2002 and which is a very common form of vehicle for the professions and financial institutions. These have legal personality and some limited liability. Externally their law is modelled on applied areas of company law but internally they have many partnership law aspects. This is a new and developing area of the law, particularly where the two sources of law conflict and the courts have yet to work out any real consistency. Most professional firms now operate as LLPs.