Simon Nigel Morton & Anor. v Julie Morton
[2023] EWCA Civ 700
Matthew Halstead Cobden v Daniel Halstead Cobden
1 July 2024
[2024] EWHC 1581 (Ch)
High Court
Two brothers fought over their family farm. One brother said he built the farm's success and they always planned for him to take over. The other wanted to sell the whole thing. The judge ruled that the first brother could buy out his brother's share because it was fair, considering the value of the farm and how much work the first brother put in.
Key Facts
- •Partnership dispute between two brothers, Matthew and Daniel, over the Witcombe Farm Partnership.
- •Partnership dissolved by Matthew; Matthew sought a Syers order allowing him to buy out Daniel.
- •Daniel countered, seeking a full winding-up and open market sale.
- •Matthew argued proprietary estoppel and fairness; Daniel disputed the estoppel and argued for open market sale.
- •The Court of Appeal's decision in Bahia v Sidhu was handed down after the trial.
- •The farm includes a state-of-the-art dairy unit, significantly expanding its scale and profitability.
Legal Principles
Syers orders provide an alternative to a full winding-up of a partnership, allowing one partner to buy out the other.
Syers v Syers (1876) 1 App Cas 174
The court has discretion to make a Syers order instead of ordering a sale of partnership assets, but this is exceptional and requires justification.
Bahia v Sidhu [2024] EWCA Civ 605
Proprietary estoppel can be used to influence the court's discretion in winding up a partnership, even without establishing a new proprietary interest.
Various cases, including Guest v Guest [2022] UKSC 27
The court's aim is to achieve a just and fair outcome between the partners, considering all relevant circumstances and potential financial consequences of different approaches.
Mullins v Laughton [2003] Ch 250, Malik v Hussain [2021] EWHC 1405 (Ch), Benge v Benge [2017] EWHC 2124 (Ch)
Outcomes
Syers order granted in favour of Matthew.
Matthew demonstrated a stronger moral claim to the farm due to his significant contributions and long-standing expectation of succession, supported by evidence of conversations with Daniel. The court found the Syers order to be fair and just in the circumstances, considering the potential tax implications, risks associated with a fire sale of livestock, and potential impact on staff.