Thomas Russell William Abrey v Richard Symon Abrey & Ors

For an urgent interim injunction concerning alleged exclusion from a partnership business, the court applies the three-stage approach in American Cyanamid: a serious issue to be tried, adequacy of damages, and the balance of convenience. The court must avoid resolving disputed evidence or difficult final questions at the interlocutory stage. It should choose the course carrying the lower risk of injustice if it later proves wrong. A partner’s right to participate in management is a basic right which may be protected by injunction. Relief may be shaped by practical restrictions, existing working arrangements and the need to preserve the business pending arbitration, dissolution or other final resolution.

The claimant was a partner in a substantial family farming partnership governed by a written partnership agreement. The defendants, who were also partners, had obtained his removal as a director of a closely connected company and asserted that he remained entitled to participate only in limited aspects of the business. The claimant alleged that these steps were intended to exclude him from partnership management, including giving instructions to employees and obtaining information.

The parties were already involved in arbitration concerning dissolution of the partnership. The claimant applied urgently for an interim injunction regulating his participation pending final resolution. The central issues were whether there was a serious issue to be tried, whether damages were adequate, and which course would carry the lower risk of injustice.

1. Application granted. An interim injunction was granted to protect the claimant’s rights as a partner, subject to specified limitations and the agreed Working Arrangements.
2. The court applied the three-stage approach in American Cyanamid Co v Ethicon Limited [1975] AC 396. It was not appropriate at this stage to resolve conflicts in affidavit evidence or determine difficult questions of law requiring mature consideration.
3. There was a serious issue to be tried. The partnership agreement appeared to confer broad rights and obligations, while the parties’ longstanding operation through separate divisions might arguably have modified those rights by agreement or conduct. The evidence, including the reasons given for removing the claimant as a company director, established a serious issue and a risk of continuing exclusion.
4. A partner’s right to participate in the management of the partnership business was a basic right, enshrined in s.24(5) of the Partnership Act 1890, and could be protected by injunction. Hall v Hall (1850) 12 Beavan 414 supported protection against obstruction or interference with that right.
5. Damages were inadequate for both sides. Wrongful exclusion could be difficult to value and could distort negotiations concerning dissolution or division of assets. The effects of employee unhappiness, departure or claims were also not readily quantifiable.
6. The balance of convenience favoured an order which froze the position and reduced the risk of exclusion while allowing the parties to pursue arbitration or negotiated resolution. Applying the lower-risk principle in Films Rover International v Cannon Film Sales Ltd [1987] 1 WLR 670, the injunction was limited to the claimant’s involvement in the onion business and necessary overarching functions, including cropping, haulage, spraying and irrigation. It also incorporated reasonable restrictions on contact with specified persons and required provision of partnership information subject to reasonableness.
7. It was inappropriate to make the injunction conditional on formal undertakings by the claimant where only he had applied for relief. His recorded agreement to abide by the Working Arrangements was nevertheless reflected in the order. The injunction application was urgent because the claimant’s removal as a director heightened the apparent risk of exclusion.

First-instance decision. The court granted an interim injunction and listed a consequentials hearing for matters arising from the order and for further directions concerning the stay application and the claim generally.