Mukerjee (Née Sen) & Anor v Sen & Ors

A partnership is not presumed to include a right to remuneration for a partner’s services. Such a right requires agreement by the other partners. Nor may a partner recast long-settled partnership accounts to introduce undocumented contributions or expenses where the accounts were prepared and reviewed at the time and reopening them would be unconscionable. A partnership at will may be dissolved by notice under the Partnership Act 1890. Findings of dishonesty require clear justification, assessed against the evidence and inherent probabilities. Delay does not bar a claim where the claimant lacked information and the delay was caused by the defendant’s conduct.

The claim arose from a dispute between siblings concerning property and investment assets accumulated by their parents in England and the United States. The principal issues concerned two English partnerships, Palace Court and the non-Palace Court residential portfolio; alleged rights to remuneration, reimbursement and partnership contributions; ownership of properties at 27 and 29 Woodstock Road; dissolution; an alleged United States partnership; repayment of family expenditure; and jewellery.

The court determined the parties’ beneficial and partnership rights, assessed the reliability of the competing witnesses, and decided whether the partnerships should be dissolved and their accounts adjusted.

1. Partnership terms. The Palace Court and non-Palace Court arrangements were partnerships, with equal shares for the relevant family partners. The Palace Court partnership contained no joint-lives term. Neither partnership included an agreed right for Aditya to receive remuneration, to recoup his personal tax liabilities, or to claim personal contributions from funds provided by Asoke. The common understanding was that he would deal with the family’s affairs without payment.
2. Accounts. The doctrine of settled accounts prevented Aditya from reopening the partnership accounts to introduce alleged contributions and expenses which were not recorded at the time. The doctrine of laches also applied. The principal basis for rejecting those claims, however, was the judge’s finding that Aditya’s evidence was dishonest and that the alleged contributions were not made from his personal funds.
3. Property and dissolution. Aditya was the beneficial owner of 29 Woodstock Road and the ground floor of 27 Woodstock Road. The first floor of 27 Woodstock Road remained an asset of the non-Palace Court partnership. Both partnerships were partnerships at will and were validly dissolved by the claimants’ notice under sections 26 and 32(c) of the Partnership Act 1890. The parties were to agree an order for division of the assets, subject to further directions if necessary.
4. Other claims. The alleged United States partnership was not proved. The claimants succeeded in the principal claims concerning partnership assets and drawings. Shyamali was liable to repay sums due in respect of Anando’s expenditure, subject to further determination of interest. Jewellery gifted to Shyamali and Krishna belonged to them, while the remaining jewellery formed part of Anjana’s estate.

First-instance judgment. The claimants succeeded in the main part of their claims against Aditya.