Thomas Flohr v Frontiers Capital I Limited Partnership
[2024] EWCA Civ 1385
Frontiers Capital I Limited Partnership v Thomas Flohr
6 November 2023
[2023] EWHC 2723 (Ch)
High Court
A company sued someone on behalf of a dissolved partnership. The defendant said the company couldn't sue anymore. The judge said the company might still be able to sue because either everyone agreed to dissolve the partnership, or the lawsuit is necessary to finish up the partnership's business.
Key Facts
- •Frontiers Capital I Limited Partnership (FCILP), a pre-2009 limited partnership governed by the 1907 Act, was dissolved on 5 April 2010.
- •Its general partner, Frontiers Capital General Partner Limited (FCGPL), was dissolved on 2 November 2010 and restored on 4 February 2021.
- •FCILP claims against Thomas Flohr for breaches of contract and fiduciary duty relating to a 2002 agreement concerning Comprendium (UK) Limited, alleging breaches from 2002-2005 and deliberate concealment to avoid the limitation period.
- •Flohr applied to strike out the claim or grant summary judgment, arguing FCGPL lacked standing to sue on behalf of FCILP after its dissolution.
- •FCILP's claim was previously issued and discontinued in 2019 by Mr. Horlick, a former director of the general partner.
- •The Limited Partnership Agreement (LPA) contained provisions for termination and liquidation, including the withdrawal of the general partner.
- •The claimant's evidence concerning the dissolution of FCILP was deemed unsatisfactory by the court.
Legal Principles
Standing of a general partner to sue after partnership dissolution.
Limited Partnerships Act 1907, Partnership Act 1890, Partnership Law, common law and equity.
Authority of partners after dissolution under section 38 of the Partnership Act 1890.
Partnership Act 1890, case law.
Construction of the Limited Partnership Agreement (LPA).
Contract law, principles of partnership.
Summary judgment test.
Civil Procedure Rules, case law.
Limitation of actions.
Limitation Act 1980
No oral modification clauses in contracts
MWB Business Exchange Centres Ltd v Rock Advertising Ltd [2019] AC 119
Variation of partners' mutual rights and duties.
Section 19 of the Partnership Act 1890, case law.
Outcomes
The court declined to strike out the claim or grant summary judgment on the basis of FCGPL's lack of standing.
The claimant has a realistic prospect of establishing that FCILP's dissolution was either by Investors' Special Consent or with the consent of all limited partners, or that the actions were necessary to wind up the partnership affairs under section 38 of the 1890 Act, even though the evidence presented was unsatisfactory.
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