Was resigning partner entitled to a payment for their partnership assets?

The Court of Appeal has held that a partner who resigned from a partnership was entitled to be paid their share of the value of the partnership assets despite the partnership agreement not containing any provision to that effect.

The facts

Proctor v Proctor [2024] EWCA Civ 324 involved a dispute between the partners in a family partnership that operated a 600-acre Yorkshire farm. The partnership was originally set up by the family’s grandparents but, by the time of the dispute, the four partners were two brothers, their sister and their father.

The partners had entered into a partnership agreement under which each of the four partners was entitled to an equal one-quarter share in the partnership profits. However, whilst the agreement set out various circumstances in which a partner would cease to be a partner, it was silent on a partner's ability to unilaterally resign from the partnership. There is also no such right under the Partnership Act 1890.