Oxnard Financing SA v Rahn

A foreign partnership with legal personality under its home law need not be treated as a corporation for English procedural purposes. The proper defendant is the entity that made the contract. Its status is determined by foreign law, but the way it is named in an English action is governed by the lex fori. A foreign partnership may be sued either in its firm name or by naming its partners in their capacity as partners, provided the proceedings make clear that the partnership’s liability is pursued. Choosing the latter form does not invalidate the action. Any judgment should identify the partners’ capacity so that enforcement remains clear.

The plaintiff, as assignee of a London stockbroker, claimed the unpaid balance of the price for shares allegedly purchased by Rahn & Bodmer, a Swiss general partnership. The writ named four individuals, describing them as being of Rahn & Bodmer. After limitation had expired, the defendants challenged the proceedings, arguing that the partnership itself was the only proper defendant and that the individuals had been wrongly named.

Mr Justice Robert Walker held that the partnership had been correctly sued through its individual partners. The appeal concerned the proper procedural description of the foreign partnership. Issues concerning amendment, limitation and service arose by respondent’s notice but did not require decision if the original description was valid.

Appeal dismissed unanimously. Lord Justice Mummery delivered the leading judgment. Sir John Vinelott and Lord Justice Nourse agreed with the result and reasoning.

1. Proper defendant and foreign status. The proper defendant was the party to the alleged contract, namely Rahn & Bodmer. Swiss law established that it was a general partnership with sufficient legal personality to contract, own property and sue or be sued in its own name, but it was not a corporation. Under the Swiss Code of Obligations, the partners’ liability remained substantive liability of the partners collectively, subject to restrictions on direct enforcement against them.
2. Procedural description. English law, as the lex fori, governed the way the defendant was identified in English proceedings. The procedure in Rules of Court Ord.81 was optional for partnerships carrying on business within the jurisdiction and did not make naming the firm the exclusive method for suing a foreign partnership. Consistently with Von Hellfeld v E Rechnitzer and Mayer Frères & Co [1914] 1 Ch 748 and Bullock v Caird (1875) LR 10 QB 276, the partnership could be sued by naming its individual partners in their partnership capacity. The later authorities concerning recognition of foreign legal entities, including Bumper Development Corp Ltd v Commissioner of Police of the Metropolis [1991] 4 All ER 638, did not establish an exclusive firm-name procedure.
3. Application. The writ and statement of claim made clear that the claim was against the bank and that the individuals were sued only as its partners. That description was therefore valid and did not offend international comity. A judgment should state the defendants’ partnership capacity, reducing any risk of confusion in enforcement. It was unnecessary to decide the alternative questions concerning amendment jurisdiction or discretion.

The appeal was dismissed with costs. Leave to appeal to the House of Lords was refused.

• Court of Appeal: Appeal from the order of Mr Justice Robert Walker dismissed with costs; leave to appeal to the House of Lords refused. [1998] EWCA Civ 594
• High Court, Chancery Division: Held that the four individuals had been correctly sued as partners of Rahn & Bodmer; alternative amendment issues were addressed but were not determinative on appeal.