Direct, forceful and no-nonsense. A formidable advocate."

- Chambers & Partners, 2020

LLP & Partnership Disputes

Direct, forceful and no-nonsense. A formidable advocate."

- Chambers & Partners, 2020

LLP & Partnership Disputes

Philip has over 15 years’ experience of partnership, quasi partnership and LLP disputes including alleged breach of fiduciary duty, valuation of share of departing partner, expert determination of value of partners share, whether expulsion of partner vitiated by bad faith.

This includes what may be one of the longest running quasi partnership disputes of modern times in which he was first instructed in 2006 – Michael Wilson & Partners Limited v John Forster Emmott.

In 2020 and 2021 in the Digby v Melford Capital Partners (Holdings) LLP & Ors [2020] EWCA Civ 1647 LLP dispute between partners and former partners that includes limited partnerships or corporations forming part of the Melford Group established/incorporated variously in Guernsey, England and Wales, the Isle of Man and Scotland and resulting in arbitration in London and litigation in London and Guernsey.

In the case of LLP’s that were created in 2001 there are important differences with companies limited by shares or guarantee and in the ability to raise capital. An LLP, must be set up by least two people. While the liability of shareholders in limited companies is limited by the value of their shares, the limit of a partner’s liability in an LLP will be agreed between them. Members have a right to participate in the affairs of the LLP. The rights of departing members depend largely on the agreement between the members. Disputes relating to partnerships and LLP’s by their nature give rise to disputes can become both personal and acrimonious.

Philip is experienced in partnership and LLP disputes that include a cross border element and that may be subject to agreements that contain differing and apparently conflicting dispute resolution mechanisms. Funds are often structured with offshore group holding entities with corresponding law and jurisdiction agreements resulting in disagreements about where disputes should resolved and sometimes anti suit injunctions.

Case Specialisms

Partnership, quasi partnership & LLP dispute examples include;

  • Breach of fiduciary duty
  • Valuation of share of departing partner
  • Expert determination of value of partners share

Philip Shepherd QC is a seriously class act with an exceptional instinct for the issues worrying the judge, which he then effortlessly dismantles."

- Elaine Gray, Head of Dispute Resolution and Litigation, Carey Olsen Guernsey

Relevant Cases

Melford Capital Partners (Holdings) LLP v Wingfield Digby and Ors 2021

Application to restrain defendant from litigating a counterclaim in England in breach of an exclusive Guernsey law and jurisdiction clause and in support of agreement to refer disputes to London Arbitration. Philip is working closely with a leading Guernsey firm in connection with a dispute relating to a Guernsey holding company of English and Scottish hedge fund LLPs.

Read the judgment Case link

Emmott v Michael Wilson & Partners Limited 2018

A BVI quasi partnership dispute between former partners in a law firm operating in Kazakhstan described by the Court of Appeal as having “a long history of hard fought litigation over more than 10 years in several jurisdictions, including Australia, the Bahamas, the British Virgin Islands and England.”

Case link

Relevant News

London International Disputes Week Webinar

Philip was invited by Hausfeld London Partner Ned Beale to join a stellar panel discussing Supreme Court interventions at the recent London International Disputes Week.

Read more about London International Disputes Week Webinar

Judgment in Melford Capital Partners (Holdings) LLP v Frederick Wingfield Digby

Philip was leading counsel for the Melford group of LLPs and companies on their successful applications to stay a Counterclaim brought by a former partner in the LLPs Frederick Wingfield Digby in breach of...

Read more about Judgment in Melford Capital Partners (Holdings) LLP v Frederick Wingfield Digby