Tuesday, 26 February 2019

UK: England and Wales: varying the terms of a partnership through a course of dealing

Section 19 of the Partnership Act 1890 provides that "The mutual rights and duties of partners, whether ascertained by agreement or defined by this Act, may be varied by the consent of all the partners, and such consent may be either express or inferred from a course of dealing". Its operation has recently been considered by Deputy Judge Philip Marshall QC in Patel v Patel [2019] EWHC 298 (Ch), a summary of which has been published by the ICLR: see here. To quote directly from the summary:

"For a course of conduct to result in an agreed variation under section 19 of the 1890 Act, it needed objectively to be capable of clear and unambiguous interpretation as evincing an intention to vary the existing contractual terms which was then acceded to. Where only one or a small number of actions were involved it was more difficult objectively to interpret them as indicating an unambiguous intention".

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