Business Clinic: the dissolution of the partnership was poorly managed


Whether you have a legal, tax, insurance, management or property problem, Farmers WeeklyThe experts at the Business Clinic can help you. Robert James, partner at the law firm Thrings, advises on partnership assets, wills and whether there is a potential for claims against professional advisers.

Q: I recently read in Farmers Weekly that you cannot leave a partnership asset in a will. My late father-in-law made his will in July 2002, leaving as a donation three partnership assets belonging to a family farm partnership. The partnership consisted of him, my husband and my husband’s brother.

The farming company was dissolved at the end of 2002, and my stepfather passed away in December 2003, leaving his share of the two company assets to my husband. He left the majority balance to my husband’s brother. The accountant made a complete mess of the dissolution accounts (misallocated assets), which were only signed by my late father-in-law.

My husband disputed his late father’s will and some of the assets of the partnership, but he lost, costing us thousands of dollars. My husband always feels very disappointed with his father and brother. I welcome your comments in general and would like to ask if my husband could sue for negligence against the expert or accountant involved in the dissolution of the partnership.

A: You are right when you say that you cannot leave a share in a corporation’s property by will, because it belongs to the corporation, not, in this case, to your late father-in-law. Whether something is a partnership asset is an issue that receives little attention in some agricultural partnerships, but it is the subject of the most frequently debated issue in agricultural partnership disputes that come to my mind. office.

See also: Business Clinic: can cattle get in?

Regarding the death of your stepfather, the partnership had been dissolved a year earlier, so presumably (especially given that your stepfather signed the dissolution accounts) the assets would have been sold or allocated to different partners. in connection with the dissolution and there would have been no “partnership assets” at the date of his death.

It may well be that part of his will fails, but I see that the route of challenging the provisions of the will has already been followed without success.

As the problem lies in poorly prepared wind-up accounts, swift action could have been taken to rectify any obvious errors. But again, you say that there have been lawsuits regarding the extent of the partnership’s assets.

If a particular issue has already been debated, the law does not allow for the same issue to be called into question, so any opportunity to pursue that kind of argument has likely been lost. The same principle applies to the will challenge mentioned above.

This then brings us to a potential claim against the professionals engaged in the dissolution. In any claim for negligence against a professional, the first question will always be to identify the scope of the investigation: what exactly were they to do?

Once the scope has been established, each professional would have a duty of care to accomplish his task with reasonable skill and care; any failure to do so may put them in breach and risk being the subject of a claim for negligence. From a practical point of view, a claim of this type is only worth making if a financial loss has been suffered, and it would be necessary to prove that the act (s) of negligence caused the loss.

It is difficult to comment on the factual merits of this potential route without further details, but it should be noted that civil actions are subject to a time limit within which legal action must be brought.

In summary, the primary limitation period is six years from the act of negligence or when you suffered injury, subject to a secondary limitation period of three years from the date you were injured. knowledge of the act of negligence.

I must add at this point that a malpractice claim is subject to an absolute 15-year waiting period, which means that any opportunity to bring a claim for something that happened in 2003 has been lost. .


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