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England and Wales High Court (Chancery Division) Decisions |
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You are here: BAILII >> Databases >> England and Wales High Court (Chancery Division) Decisions >> Ellis & Anor v Coleman [2004] EWHC 3407 (Ch) (10 December 2004) URL: http://www.bailii.org/ew/cases/EWHC/Ch/2004/3407.html Cite as: [2004] EWHC 3407 (Ch) |
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CHANCERY DIVISION
Strand London WC2A 2LL |
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B e f o r e :
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ELLIS & ANOR | APPELLANTS | |
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COLEMAN | RESPONDENT |
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183 Clarence Street Kingston-Upon-Thames Surrey KT1 1QT
Tel No: 020 8974 7300 Fax No: 020 8974 7301
(Official Shorthand Writers to the Court)
MR J CALLMAN (instructed by Hill Dickinson) appeared on behalf of the Respondent
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Crown Copyright ©
"In the event of a dispute or question between the Partners touching the Partnership the accounts or transactions thereof or the determination or winding up thereof or the construction meaning and effect of this Agreement or the rights and liabilities of the Partners or their representatives under this agreement, then (except as is otherwise provided in this Agreement) every such dispute difference or question shall be referred to a single arbitrator to be appointed in default of agreement by the President for the time being of the Chartered Institute of Arbitrators and decided by arbitration in accordance with the provisions of the Arbitration Act 1996."
"In this Agreement unless the context otherwise requires the following words and expressions shall have the following meanings ...
'Continuing Partners' means the Partners who continue to be members of the Partnership after the Succession Date;
'Outgoing Partner' means any Partner who ceases to be a member of the Partnership for any reason;
'Partners' shall mean the parties hereto and any other person or persons admitted to the Partnership who agrees to be bound by the terms hereof (being Partners who shall not have ceased to be Partners under the provisions hereof or otherwise) and references to a Partner shall be construed accordingly;
'Partnership' means the partnership formed by the Partners under this Agreement as varied at any time by any supplemental agreement or agreements;
'Succession Date' means a date on which an Outgoing Partner is deemed under this Agreement to cease to be a Partner whether by reason of death, retirement, expulsion or otherwise."
"... being Partners who shall not have ceased to be Partners under the provisions hereof or otherwise ..."
"There has been a shift from literal methods of interpretation towards a more commercial approach ... The tendency should therefore generally speaking be against literalism."