Partnership & LLP Disputes Solicitors

Specialist advice on partnership and LLP disputes under English law, including general partnerships and limited liability partnerships.

If you are involved in a business partnership or LLP and the relationship is breaking down, whether over money, roles, decision-making or the future direction of the business, unresolved conflict can quickly harm both the business and your personal position. At Jonathan Lea Network we help you deal with partnership disputes efficiently, protect your interests and keep disruption to a minimum. Our team of solicitors, based in Sussex and London, regularly advises partners and LLP members across England and Wales on disputes of all sizes.

Speak to us at an early stage and we can help you understand your options, reduce the stress of not knowing where you stand, and move towards a workable, commercial outcome.

Arrange a free introductory call with a partnership disputes solicitor today and start to regain control of the situation.

What is a partnership dispute and why it matters

Under English law, a partnership usually arises where two or more people carry on a business together with a view to profit. A traditional partnership does not have a separate legal personality from the partners, unlike a limited company or an LLP, and partners can be personally liable for partnership debts.

A partnership dispute arises when partners fall out over how the business is run, how profits are shared, who makes which decisions, or how and when someone leaves the business. Similar disputes also occur in LLPs and in structures that mix partnerships, companies and LLPs.

Even well-run businesses can face serious conflict if expectations are not aligned. Common fault lines include:

• Financial disagreements – disputes about capital contributions, profit or loss share, drawings, or alleged unauthorised spending can escalate quickly, particularly where cash flow is tight or one partner feels they are subsidising others.
  
• Unequal workload and unclear roles – tension often arises where one partner believes they are doing far more work for the same reward, or where responsibilities were never clearly documented, leading to frustration and a sense of unfairness.
  
• Strategic or business direction conflicts – disagreements over whether to grow, sell, borrow, invest, diversify or change the business model can create entrenched camps within the partnership and stall important decisions.
  
• Exit, retirement or buy-out disputes – problems frequently occur when a partner wants to retire, sell their interest or step back from day-to-day involvement, but the agreement says little about valuation, payment terms or timing.
  
• Alleged breach of agreement or misconduct – accusations of breaching the partnership or LLP agreement, misusing funds, diverting opportunities, or failing to act in the best interests of the firm are particularly serious and can quickly destroy trust.
  

If there is no clear, up-to-date partnership or LLP agreement, or if the document is unclear, the legal position can be uncertain. That uncertainty can paralyse decision-making, damage staff morale, unsettle clients and, in the worst cases, lead to the collapse of the business.

Early legal advice is vital. It helps you understand your rights and obligations, avoid missteps that weaken your position, and explore routes to a negotiated solution before positions harden.

Types of partnership and LLP disputes and their impact

1. Disputes in partnerships without a written agreement

Many partnerships begin informally, based on trust and a simple understanding between the individuals involved. Where there is no written partnership agreement, the Partnership Act 1890 usually provides the default rules on matters such as profit share, management and dissolution.

Under these default rules, profits, losses and decision-making are typically shared equally, regardless of how much time, effort or capital each partner actually contributes. These default rules apply only in the absence of any different agreement or consistent contrary practice between the partners.

This can come as a shock. A partner who has invested more money or done most of the work may expect a larger share, but the law may take a different view unless there is evidence of a different arrangement. Without clear documentation, disputes can become highly personal and difficult to resolve without structured legal support.

2. Disputes in formal partnerships (with written agreements)

Where there is a written partnership agreement, this will usually set out how profits are shared, who makes which decisions, how disputes are handled and what happens if someone leaves. However, disputes still arise where the agreement is poorly drafted, contains gaps, or is out of date.

As businesses grow and change, arrangements that once felt fair may no longer work. For example, the partners may not have revisited profit-sharing after new service lines were added, or they may never have updated retirement and succession provisions. As well as resolving disputes, we can review and update existing partnership or LLP agreements to reduce the risk of future conflict.

3. Disputes in LLPs or more complex structures

Many professional practices and investment or consultancy businesses now operate as LLPs. LLPs are governed by a different legal framework, including the Limited Liability Partnerships Act 2000 and the terms of the LLP agreement, but many of the commercial issues mirror those in traditional partnerships.

Typical LLP disputes involve disagreements over profit allocations, drawings, capital accounts, management control, expulsion clauses, restrictive covenants and the terms on which a member can be required to retire. Matters are often complicated further where there is a group structure, company shareholders or corporate members.

Our experienced litigation and disputes team advises both partners in traditional partnerships and members in LLPs. We understand the subtle differences in the legal frameworks, and we tailor our advice and strategy accordingly while keeping a clear focus on your commercial objectives.

4. The real-world consequences of partnership disputes

• Business disruption – unresolved disputes absorb management time, slow or block decision-making, and can cause important opportunities or deadlines to be missed, which in turn harms revenue and growth.
  
• Financial loss – conflict can lead to reduced productivity, client loss, higher staff turnover and increased professional costs, and in some cases, mismanagement or misuse of funds becomes an issue that must be investigated.
  
• Increased liability exposure – in traditional partnerships, partners can be jointly and severally liable for partnership debts and liabilities, so one partner’s actions can have serious financial consequences for others.
  
• Damage to relationships and reputation – a public or acrimonious falling-out can damage long-standing relationships, affect your personal reputation and make it harder to rebuild trust, even if the business survives.
  
• Dissolution or forced exits – if disputes are not addressed early, the eventual outcome may be a distressed buy-out, a fire-sale of assets or a disorderly dissolution, all of which can significantly reduce the value realised by the partners or members.
  

Why early legal guidance on partnership disputes matters

Partnership and LLP disputes are rarely just about personalities. They often combine complex legal issues, detailed financial questions and highly sensitive interpersonal dynamics. There may be immediate risks around liability, cash flow, client relationships or regulatory obligations, alongside the longer-term question of whether the relationship between the parties can realistically be repaired.

At the same time, you are dealing with a real business, with real people who depend on it. We recognise that most clients are looking for a practical, commercial solution that protects the business and their position, not simply a “day in court”. We regularly act for both growing owner-managed businesses and established professional practices, including accountancy and medical practices.

At Jonathan Lea Network we combine specialist legal knowledge with a collaborative, problem-solving mindset. We work as a team, drawing on the right mix of partners, solicitors and specialist counsel, so that you benefit from both senior strategic input and efficient day-to-day support. Our aim is to give you clear options, realistic advice and a structured plan for moving forward.

How our partnership disputes solicitors can help

Dispute assessment and conflict strategy

When you first contact us, we usually start with a free introductory call to understand your situation, your objectives and the background to the dispute before carrying out a detailed assessment. This initial conversation is an opportunity for you to explain what has happened and to ask any early questions in a confidential setting.

As part of our assessment we will typically:

• Review key documents – we will examine your partnership agreement or LLP agreement, any deeds of adherence, side letters and any relevant company or LLP documentation if the dispute involves mixed structures, as well as financial records and important correspondence. This helps us build an accurate picture of the legal framework and the commercial reality.
  
• Identify the root causes of the dispute – we distinguish between symptoms and causes, for example whether the real issue is financial pressure, a breakdown in communication, a change in strategy or alleged misconduct, so that any proposed solution addresses the real problem.
  
• Analyse your legal and commercial risks – we assess your potential exposure, including personal liability, reputational risk and regulatory or professional obligations, and we weigh those against the value of the business and your personal objectives.
  
• Develop a tailored conflict strategy – together we agree whether the initial focus should be on negotiation, mediation, internal restructuring, preparing an exit, or putting you in the strongest possible position for litigation, with clear next steps and timescales.
  

Key benefits: Early assessment and strategic planning helps you avoid reactive decisions that may weaken your position later. It allows you to control the narrative, manage risk and keep the business running while options are explored. It also often makes it easier to reach an agreement before positions become entrenched.

Mediation, negotiation and alternative dispute resolution (ADR)

Court proceedings are not always the best answer and, in many partnership and LLP disputes, they can often be avoided. We place strong emphasis on negotiation and mediation, as part of a wider ADR toolkit, because these methods can be faster, more flexible and more cost-effective.

In most cases we act as your legal representatives in a pre-trial negotiated settlement, which sometimes involves mediation. Our work includes preparing your case, advising you on appropriate settlement parameters, and supporting you throughout the process, rather than acting as the neutral mediator. We help you clarify your objectives, understand your alternatives if no agreement is reached, and explore creative solutions that a court might not be able to order.

ADR is particularly effective in scenarios such as:

• Profit-sharing and financial disagreements – where the dispute centres on how profits, drawings or capital should be allocated, mediation can help unpick historic arrangements and agree a revised structure that everyone can accept.
  
• Responsibility and workload conflicts – where partners disagree over who should take on which roles or feel that contributions are unequal, a facilitated discussion can clarify expectations and lead to a re-balancing of roles.
  
• Strategic disagreements – if partners differ on growth plans, investment or future direction, mediation can help capture each party’s priorities and work towards a strategic compromise or, if necessary, an agreed separation.
  
• Exit and buy-out negotiations – mediation can be a constructive environment to discuss valuation, payment terms, restrictive covenants and handover issues, reducing the risk of a damaging stand-off.
  

Where appropriate, we can recommend and work alongside experienced independent mediators with a background in partnership and LLP disputes.

Formal legal action: arbitration or litigation

Sometimes, despite everyone’s best efforts, a negotiated solution is not possible. This might be because there are serious allegations of misconduct, because one party will not engage, or because the dispute has reached a point where definitive determination is required.

In those cases, arbitration or court proceedings may be necessary. We conduct litigation in the courts of England and Wales and can coordinate with overseas advisers where cross-border issues arise, for example where assets or partners are based in other jurisdictions.

If formal proceedings are needed, we will:

• Prepare your case thoroughly – we review relevant documents, take detailed instructions, identify the key issues and assemble evidence so that your position is presented clearly and persuasively.
  
• Comply with pre-action protocols and explore settlement opportunities – we send focused pre-action correspondence, assess responses and, where appropriate, consider offers or further ADR, always with an eye on cost, risk and timing.
  
• Advise on urgent remedies – we advise on and, where appropriate, seek urgent injunctions or freezing orders to protect partnership assets, confidential information or business continuity if there is a real risk of immediate harm.
  
• Represent you robustly in proceedings – working closely with specialist counsel where needed, we pursue or defend claims for remedies such as dissolution, expulsion, declarations, specific performance, damages or other orders that protect your position.
  

Throughout, we keep you updated, explain the likely timescales and costs, and review settlement options at every stage.

Exit, buy-outs, dissolution or reorganisation

In some situations, the most realistic and commercially sensible outcome is for one or more partners or members to leave, or for the structure of the business to change. A carefully planned exit or reorganisation can preserve value, reduce stress and allow everyone to move on.

We help with:

• Negotiated exits and buy-outs – we advise on valuation mechanisms, payment structures, security for deferred payments, releases from liabilities and appropriate restrictive covenants to protect the ongoing business.
  
• Rebalancing ownership and control – where some partners wish to step back and others wish to take a larger role, we can restructure profit-sharing, capital and decision-making rights in a way that reflects the new reality.
  
• Orderly dissolutions – if the business is no longer viable or the relationship is beyond repair, we guide you through the dissolution process, including dealing with creditors, employees, clients and regulatory obligations.
  

Where appropriate, we work closely with your accountants, valuation experts or corporate finance advisers to ensure buy-out and restructuring terms are commercially and tax-efficient.

Costs and pricing

We understand that cost is a major concern when facing a partnership or LLP dispute. From the outset we aim to give clear, realistic information about likely costs and how they can be managed.

Depending on the nature and stage of your dispute, we may offer fixed fees for specific stages, such as an initial document review, drafting a settlement agreement or attending a mediation, as well as capped fees or blended hourly rates agreed with you in advance. Our focus is always on delivering strong value for money by combining the right level of senior input with efficient support from our wider team.

Why choose Jonathan Lea Network for your partnership or LLP dispute?

• Specialist experience with a broad client base. We have acted in partnership and LLP disputes involving professional practices, property investment businesses, healthcare practices and owner-managed SMEs. This breadth of experience helps us understand both your sector and the human dynamics behind the dispute.
  
• Team-based, proactive support. We work collaboratively, so you benefit from input by solicitors with complementary skills in commercial, corporate and dispute resolution, rather than relying on a single adviser. This team approach allows us to respond quickly as situations evolve.
  
• Pragmatic and commercial focus. While we are fully prepared to litigate where necessary, we always consider the bigger picture: the value of the business, the impact on your reputation, and the practical implications of different outcomes. We focus on solutions that make commercial as well as legal sense.
  
• Clear communication and plain-English advice. Partnership law and LLP structures can be complex, but our job is to make them understandable. We explain legal concepts in accessible language, so you can make informed decisions with confidence.
  
• Transparent and flexible pricing. Depending on your situation, we may offer fixed fees for defined pieces of work, capped fees for particular stages, or blended hourly rates agreed in advance. This helps you budget and avoid unnecessary surprises.
  

We advise clients nationwide from our bases in Sussex and London, and we are happy to meet you remotely or in person.

What you should do first if you are in a partnership or LLP dispute

If you suspect that a partnership or LLP dispute is brewing, or matters have already come to a head, taking structured steps early can make a real difference:

1. Clarify in your own mind what is happening. Make brief notes of key events, dates and conversations, focusing on what has changed, why it concerns you and what you would ideally like to achieve. This will help you communicate your position clearly.
   
2. Gather key documents. Locate any partnership or LLP agreements, deeds of adherence, board or partners’ meeting minutes, financial statements, emails, message threads and other documents that relate to the dispute. Even partial information can be very helpful at an early stage.
   
3. Avoid making rushed commitments. Try not to sign new documents, agree revised terms or send inflammatory communications without first understanding the legal implications, as these may weaken your position or be difficult to undo.
   
4. Seek early legal advice. Contact Jonathan Lea Network by phone or via our online enquiry form to arrange a no-obligation introductory call. An early conversation with a partnership dispute solicitor can give you clarity on your options and reassure you that there is a plan.
   
5. Think about your end goal. Consider whether you want to stay in the business with adjusted terms, exit on fair terms, or, in extreme cases, bring the relationship to an end. Being honest about your aims will help us shape a realistic strategy with you.
   

Your discussions with us are confidential and, once instructed, our advice will generally be protected by legal professional privilege.

Contact Us

If you are facing a partnership or LLP dispute, you do not have to navigate it alone, our team is here to help. Contact us today on +44 (0)1444 708 640 to schedule a consultation or email wewillhelp@jonathanlea.net and take the first step towards a clear, practical resolution.