Miah & Anor v Miah

A partnership is not dissolved by discussions, draft deeds or solicitors’ correspondence unless the parties reach a concluded agreement on the terms of dissolution. Where no earlier agreement is proved, the partnership is dissolved by issue and service of the writ. An order to wind up its affairs may include sale of partnership property, payment of debts and distribution of any surplus, even if sale is not separately claimed. An accountant’s report is unnecessary to decide whether an earlier dissolution occurred; accounting evidence belongs to the winding-up stage. On an application for permission to appeal, the appellate court respects the trial judge’s advantage in assessing witnesses and documents. Permission should be refused where there is no real prospect of a different factual conclusion.

The High Court, sitting at Birmingham, found that the parties had entered into a partnership for letting flats and operating a restaurant. It rejected Mr Farooq Miah’s case that the partnership had already been dissolved by an agreement under which he would buy out the other partners. The court ordered the partnership affairs to be wound up and the premises sold at auction, with each partner entitled to bid.

Mr Farooq Miah, acting in person, applied to the Court of Appeal for permission to appeal. His grounds concerned the date of dissolution, the absence of an accountant’s report, the alleged prior purchase of the other partners’ interests, the scope of the relief claimed, and his opportunity to prepare a skeleton argument. The central questions were whether a concluded dissolution agreement existed before the writ was issued and whether the High Court’s consequential orders were justified.

1. Permission refused. Lord Justice Chadwick held that the application had no real prospect of success. The Court of Appeal was required to review the trial judge’s decision, while respecting the advantage gained from hearing and seeing the witnesses. The judge’s adverse assessment of Mr Farooq Miah’s credibility was supported by the documentary evidence.
2. No earlier dissolution agreement. The discussions in late 1997 and the subsequent correspondence and draft documents showed continuing negotiations. The letter of 19 February 1998 from the other partners’ solicitors was neutral and did not acknowledge that the partnership had already been dissolved. The draft deed left the dissolution date blank, and the proposed payment terms were rejected. There was therefore no concluded agreement that Mr Farooq Miah would buy out the other partners or that the partnership had been dissolved before the writ.
3. Dissolution and winding up. The partnership, established by deed in 1994, was dissolved by issue and service of the writ in September 1998. The order for winding up followed from that finding. Winding up partnership affairs ordinarily includes sale of partnership property, payment of debts and distribution of any surplus. A separate express claim for sale in the writ was unnecessary.
4. Accounting evidence. An accountant’s report was not required to determine the disputed issues at trial. Accountancy evidence would be relevant when accounts and enquiries were taken as part of the winding-up process.
5. Self-representation and final order. Mr Farooq Miah had been entitled to file a skeleton argument or request time to prepare one, but had done neither. He could not complain at the permission stage that he lacked that opportunity. The order for sale by auction was confirmed. He could bid at the auction and receive the benefit of the partnership account, but could not obtain the property at a lesser price based on an unproved agreement. The application was dismissed.

• Court of Appeal (Civil Division): In Miah & Anor v Miah [2001] EWCA Civ 311, Lord Justice Chadwick refused permission to appeal and dismissed the application.
• High Court of Justice, Birmingham District Registry: His Honour Judge Boggis QC found that a partnership existed, rejected the alleged earlier dissolution agreement, and ordered the partnership affairs to be wound up, including sale of the partnership premises.