[2025] EWHC 2180 (Ch)

Ground 5 is that the Judge went wrong in ruling, in Paragraphs 29 and 33, that the Claimant was entitled to claim a remedy from the Defendants in advance of the taking of the dissolution accounts of the Medical Partnership (strictly the 2017 Partnership). It is contended by the Defendants that the Judge should have held that the only appropriate remedy to be ordered in favour of the Claimant was the taking of an account.

In support of this contention the Defendants rely upon the following statement of the law in Lindley, at 23-119:

“It is a well recognised rule that, whenever money allegedly belonging or owing to the firm in respect of a partnership transaction is sought to be recovered from a partner, an action for an account is required, unless an account has already been taken between the partners or, exceptionally, taking an account would serve no useful purpose. It should, however, be noted that the Court of Appeal in Mukerjee v Sen held that Lord Millett’s statement in Hurst v Bryk, to the effect that a partner does not have an action at law to recover monies due from his fellow partners otherwise than by means of an action for an account, was not part of the ratio of the decision. Be that as it may, the proposition behind that statement remains good law on the authorities. On the other hand, in Barber v Rasco International Ltd the court came up with a more startling formulation: “ … until a court prepares and settles the necessary accounts, its assets cannot be distributed, any assets acquired by the Partnership following the dissolution remain Partnership property and the partnership cannot be wound up.” This clearly goes too far: perhaps by the expression “cannot be wound up” the judge meant cannot be finally wound up.”

In Hurst v Bryk [2002] 1 AC 185 the House of Lords were concerned with the question of whether Mr Hurst, a partner in a partnership between solicitors, was liable for the continuing rent payable on the former partnership premises, in circumstances where the partnership had been dissolved. The judge at first instance found that the partnership had been dissolved by the repudiatory breach of the partnership deed by other partners in the partnership, who did not include Mr Hurst. Mr Hurst argued that his acceptance of the repudiatory breach of his fellow partners had the consequence that he was no longer liable to contribute to the debts of the partnership. The question before the House of Lords was whether Mr Hurst, as the innocent partner, was discharged from all further liability to contribute to the debts and obligations of the partnership, whether accrued at the date of dissolution of the partnership or accruing thereafter.

In his speech, with which the other members of the House of Lords agreed, Lord Millett answered this question in the negative. Lord Millett stated his conclusion in the following terms, at 200D-E:

“My Lords, Mr Hurst has been wronged and is entitled to damages if he can show that the dissolution of the firm has occasioned him loss which he would not otherwise have sustained. But he can neither avoid his joint liability to creditors of the firm arising from past transactions entered into while he was a partner nor, without rescinding the contract of partnership ab initio, throw his proportionate share of that liability onto his partners.”

Earlier in his speech, where Lord Millett was considering whether the contractual doctrine of accepted repudiation applied in the law of partnership, Lord Millett described the right of one partner to recover money due to them from their other partners in the following terms, at 194C-E (underlining added):

“It is impossible to say whether the modern contractual doctrine of accepted repudiation might have infiltrated the law of partnership if partnership had been treated as merely a particular species of contract enforceable in the common law courts. Disputes between partners and the dissolution and winding up of partnerships, however, have always fallen within the jurisdiction of the Court of Chancery. This is because, while partnership is a consensual arrangement based on agreement, it is more than a simple contract (to use the expression of Dixon J in McDonald v Dennys Lascelles Ltd 48 CLR 457, 476); it is a continuing personal as well as commercial relationship. Neither during the continuance of the relationship nor after its determination has any partner any cause of action at law to recover moneys due to him from his fellow partners. The amount owing to a partner by his fellow partners is recoverable only by the taking of an account in equity after the partnership has been dissolved: see Richardson v Bank of England (1838) 4 My & Cr 165; Green v Hertzog [1954] 1 WLR 1309. Only the Court of Chancery was equipped with the machinery necessary to enable such an account to be taken, and the basis upon which the account was taken reflected equitable principles. These could be modified by agreement, but they did not find their source in contract.”

The reference in Lindley to this part of Lord Millett’s speech is a reference to the underlined section of the above extract. I have included the entire paragraph in order to put Lord Millett’s statement into its context.

It is however clear that what is described as a well-recognised rule in Lindley is subject to exceptions, which were affirmed in the decision of the Court of Appeal in Mukerjee v Sen [2012] EWCA Civ 1895. This case was concerned with two portfolios of properties which were owned beneficially by the claimants and the first and third defendants, all of whom were siblings. The essential allegation made by the claimants was that the first defendant should have distributed, but had failed to distribute the profits received from the portfolios. Their case was that the first defendant had diverted all the profits to himself. The claimants sought an account of the profits made over the years, and payment of their share of the profits. The first defendant’s case was that the properties were held by partnerships and that, for various reasons, there were no profits to account for, once the account had been taken. The claimants sought an interim payment from the first defendant in respect of what they claimed would be due to them on the taking of the account.

The application for an interim payment was resisted on the ground, amongst other grounds, that the court had no jurisdiction to order an interim payment because the claimants were claiming for dissolution of a partnership or partnerships and the taking of dissolution accounts. As such, so it was argued, the claim was a claim for what was due after the sale of the partnership property and the taking of dissolution accounts, which did not fall within the terms of CPR 25.1(k) and 25.7(1)(c). The judge at first instance rejected this argument and other arguments of the first defendant, and awarded an interim payment in the sum of £132,000, which the judge decided was the minimum figure which the claimants would succeed in recovering from the first defendant at trial.

The first defendant’s appeal to the Court of Appeal against the award of the interim payment was dismissed. In the Court of Appeal the argument of the first defendant was concentrated on the jurisdictional challenge. Leading counsel for the first defendant submitted that the case was on all fours with a decision of Mann J in Hathurani v Jassat [2010] EWHC 2077 (Ch). In his judgment in the Court of Appeal, with which Maurice Kay LJ and Baron J agreed, Etherton LJ (as he then was) recorded the submission in the following terms, at [19]-[22]:

“19.

Mr McDonnell submits that Mann J was there following a well-established line of authority and that, subject to certain specific well-established exceptions, one partner is not accountable to another partner save only on the dissolution of the partnership and the taking of dissolution accounts in accordance with section 44 of the Partnership Act of 1890. In support of that proposition, he relied upon a number of authorities and Lindley & Banks on Partnership (19th ed.). He first referred to the following statement of Lord Millett in Hurst v Bryk [2002] 1 AC 185 at 194C to E:

“It is impossible to say whether the modern contractual doctrine of accepted repudiation might have infiltrated the law of partnership if partnership had been treated as merely a particular species of contract enforcement in the common law courts. Disputes between partners, and the dissolution and winding up of partnerships, however, have always fallen within the jurisdiction of the Court of Chancery. This is because, while partnership is a consensual arrangement based on agreement, it is more than a simple contract, to use the expression of Dixon J in McDonald v Dennys Lascalles Limited, 48 CLR 457 at 476); it is a continuing personal as well as commercial relationship. Neither during the continuance of the relationship nor after its determination has any partner any cause of action at law to recover moneys due to him from his fellow partners. The amount owing to a partner by his fellow partners is recoverable only by the taking of an account in equity after the partnership has been dissolved; (see Richardson v Bank of England (1838) 4 My & CR 165; Green v Hestzog [1954] 1 WLR 1309). Only the Court of Chancery is equipped with the machinery necessary to enable such an account to be taken, and the basis upon which the account was taken reflected equitable principles. These could be modified by agreement, but they did not find their source in contract.”

20.

Mr McDonnell described that statement as part of the ratio of the decision in that case, and emphasised that the other members of the appellate committee of the House of Lords agreed with Lord Millett.

21.

Mr McDonnell referred to the following statements in Lindley as setting out the orthodox and correct position at paragraphs 23-82 and 23-83 as follows:

“23-82 Although it was formerly considered that an account could only be taken between partners with a view to a dissolution, it has long been recognised that a strict application of this rule would lead to injustice. Lord Lindley observed:

‘The old rule ... that a decree for an account between partners will not be made save with a view to the final dissolution of all questions and cross-claims between them, and to a dissolution of the partnership, must be regarded as considerably relaxed, although it is still applicable where there is no sufficient reason for departing from it ...’

…

23-83 Lord Lindley then went on to summarise the three classes of case in which an action for an account without a dissolution is most commonly encountered, although these should, in the current editor’s view, more properly be divided into four classes, viz:

1.

Where one partner seeks to withhold some private profits in which his co-partners are interested.

2.

Where the partnership is for a fixed term and one partner has sought to exclude or expel his co-partner or otherwise to drive him into a dissolution.

3.

Where the existence of the partnership is denied.

4.

Where, exceptionally, the partnership venture has failed and the partners are too numerous to be made parties to the action, but a limited account will do justice between them.”

22.

Mr McDonnell submitted that the present case did not fall within any of those exceptions. In particular, he said that, on the first defendant’s pleaded case, this is not an instance of secret profit, let alone dishonest appropriation of partnership assets. The first defendant’s case, he emphasised, was that, for reasons which it is not material to set out here, the first defendant was positively directed by his siblings not to provide them with accounting information and they were all perfectly well aware that the partnership properties were income producing and that he was not paying out the profit to them and that the tax treatment of their share of the profit was being dealt with by him in the way he did.”

Etherton LJ was not persuaded by these submissions. He did not accept that Lord Millett’s statement in Hurst v Bryk formed part of the ratio of that case. As he explained, at [28]-[30]:

“28.

I do not accept that Lord Millett’s statement in Hurst v Bryk forms part of the ratio of that case. Lord Millett formulated the essential question for the decision of the appellate committee at page 189F as follows:

“The question in this appeal is whether the innocent partner or partners are thereby discharged from all further liability to contribute to the debts and obligations of the partnership, whether accrued at the date of dissolution or accruing thereafter.”

29.

That was a case where there had been a dissolution and the issue was whether the plaintiff could rely upon that dissolution as releasing him from his partnership liabilities on the ground that the dissolution brought about by his other partners was a repudiation of the partnership agreement. Lord Millett’s statement at page 194C to E was merely an illustration of his historical analysis as to why ordinary common law rules as to the consequences of accepted repudiation of contract did not and do not apply to partnerships.

30.

Furthermore, it is perfectly clear that Lord Millett was there making a broad statement, which is more expansive than the cases support. Those cases show that there are well-established exceptions to the general rule. The editors of Lindley observe at paragraph 23-82 that Lord Millett “perhaps overstated the position”. I have already referred to the well-established exceptions based on existing case law.”

Etherton LJ went on, at [31], to reject the submission that the case was on all fours with Hathurani.

“31.

I do not accept Mr McDonnell’s submission that, with regard to the application of the principles about interim payment and disputes between parties, this case is indistinguishable from Hathurani. In that case the essential question was whether money received by the defendant from the claimant had been received by him on trust or as partnership property by way of loan. It was agreed that, if such money (and the assets currently represented by it) was partnership property, the partnership should be dissolved. There was a claim for equitable compensation but it was not quantified. As Mann J said of that head of claim at paragraph [16]:

“If the trust argument succeeds the Defendant will be declared to hold property on trust, but will not be required or will not necessarily be required, to pay money to the Claimant. The order for equitable compensation or damages is obviously potentially a claim within the rules. However, it is not apparent on the pleaded case or on the evidential case that there is such a valuable claim. There might be a claim for damages or compensation, but it is not pleaded or evidenced in monetary terms, and indeed the express pleading in the Particulars of Claim is that it cannot be quantified. It is possible that there will not be any damages claim at all if the position is that Mr Jassat applied the money properly to buy assets and all the assets are still there and there has been no misappropriation of monies. So the order for damages or equitable compensation is a qualifying claim that could give rise to a relevant judgment for the purposes of CPR 25.1 and CPR 25.7, but there is no attempt to quantify it at a minimum of £7.2m or any other sum.”

There was nothing equivalent to the claim in the present case for the diversion of profit to the exclusive benefit of the managing partner prior to dissolution.”

Etherton LJ considered that the claim in Mukerjee fell within the first category of exceptions identified in Lindley. As he explained, at [32] (underlining added]:

“32.

I can see no logical, practical or sound jurisprudential reason why the present claim in respect of misappropriated profits should not fall within, or be applied by way of analogy with, the first category of exceptions from the general rule in paragraphs 22-83 and 22-84 in Lindley. Whether or not there was dishonesty on the part of the first defendant, and whether or not the first defendant’s siblings asked him not to provide them with accounting information, this is a case in which one of the partners, the managing partner, in effect paid to himself and retained for his own benefit partnership profit in excess of his one-quarter entitlement. Unlike Hathurani where, if the assets were held as partnership assets, they would be held for both parties and should be accounted for to the partnership as a whole, the present case is one where the claimants claim that one of the partners has been overpaid. I can see no reason why, where the overpaid partner does not wish to repay to the partnership all the profit received by him but wishes to retain for his own benefit that part to which he is entitled, he should not pay to the other partners their due share now rather than making them wait until dissolution to the partnership. The argument to the contrary seems to me against both good sense and fairness.”

At [33] Etherton LJ went on to make the point that the exceptions to the general rule mentioned in Lindley did not “mark the limits of what is permissible by way of exception.”.

Etherton LJ concluded his reasoning in the following terms, at [34]-[35] in his judgment:

“34.

Nor do I agree with Mr McDonnell that at the trial the judge will be precluded, as a matter of law, from directing separate accounts in respect of the claim for diverted profits, on the one hand, and dissolution, on the other. This follows from my earlier analysis. I certainly agree that it would be unusual since the account in respect of profits would normally be part of the dissolution accounts in accordance with section 44 of the Partnership Act. On the other hand, if the claimants have a good and undeniable claim which can be quantified in respect of diverted profits, for the reasons which I have given I do not see why they should be precluded from receiving their due share of those now rather than waiting until the partnership properties have been sold and the dissolution accounts are finally concluded.

35.

In those circumstances, no question arises on the issue of quantification. The Judge was right to say that issues of capital contribution and withdrawal are properly the subject of the dissolution accounts and are not appropriate to be included in the accounting and quantification of the profits received by the first defendant.”

Returning to the Judgment in the present case the Judge made the following findings, in Paragraphs 28, 31 and 32:

On the basis of these findings, the Judge reached the following conclusion, at Paragraph 33, in reliance upon Mukerjee:

“33.

It does not seem to me that the principle in Mukerjee was limited to payment out to the innocent partners of only the excess sums paid to the overpaid partner. The words used were “… where the overpaid partner does not wish to repay to the partnership all the profit received by him but wishes to retain that part to which he is entitled, he must pay to the other parties their due share now, rather than making them wait until dissolution…”[my emphasis]. The net profits were sufficient to pay the claimant her full £50,000 in each relevant year. In my view, the fact that the defendants did not always draw their full share is irrelevant. They wish to retain their drawings therefore the claimant is entitled to her due share too. Applying that principle, the defendants must pay to the claimant the full £50,000 due to her every year save for 2019 when the sum owing is £12,600, taking into account the claimant’s own drawings in that year. I can do no better than echo the words of Etherton LJ and say, “The argument to the contrary seems to me against both good sense and fairness.”

Given the Judge’s findings, I have difficulty in seeing how the facts of the present case did not come within the first category of exceptions from the general rule stated in Lindley. I repeat what Etherton LJ said in his judgment, in the second part of [32]:

“Unlike Hathurani where, if the assets were held as partnership assets, they would be held for both parties and should be accounted for to the partnership as a whole, the present case is one where the claimants claim that one of the partners has been overpaid. I can see no reason why, where the overpaid partner does not wish to repay to the partnership all the profit received by him but wishes to retain for his own benefit that part to which he is entitled, he should not pay to the other partners their due share now rather than making them wait until dissolution to the partnership. The argument to the contrary seems to me against both good sense and fairness.”

In the present case, and on the Judge’s findings, the Defendants were overpaid. They appropriated to themselves the net profits of the 2017 Partnership, without regard to the right of the Claimant, in priority to the Defendants, to the Annual Payment. The Defendants have retained those net profits for themselves. In these circumstances, and applying the reasoning of Etherton LJ, the Defendants should be required to pay to the Claimant her due share, namely the arrears of the Annual Payment, now rather than making her wait until dissolution accounts have been taken.

Mr Coppel contended that the present case was different, because Mukerjee was concerned with a different issue. The argument was developed by Mr Coppel in his oral submissions, but it is helpfully summarised in paragraph 28 of the skeleton argument, prepared for the Appeal by Mr Coppel and Mr Ojo, in the following terms:

“28.

It should be immediately apparent that Mukerjee v Sen was not concerned with the issue which arose in the present case. In that case, the principle and exceptions from the principle were concerned with the circumstances in which an account of profits could be ordered separately from dissolution of the partnership and the dissolution accounts which would be prepared at that stage. In the present case, the partnership had been dissolved and the question for the Judge was whether to order a payment to be made to the Respondent in the absence of dissolution accounts for the Patel-Bhat-Bhat partnership having been prepared. Mukerjee v Sen was not authority for the proposition that the Court may order payments to be made from one partner to another partner or former partner without any account being taken at all (or any application having been made for an interim payment in anticipation of the final accounts). It appears that the Judge wrongly regarded the judgment of Etherton LJ in Mukerjee v Sen as giving her general authority to order payment to the Respondent if that seemed to her to be fair and just (§33).”

In his oral submissions Mr Coppel submitted that the Judge had failed to identify the critical distinction between the present case and Mukerjee. He pointed out that there has been a dissolution in the present case, but that the Claimant had not sought dissolution accounts. What the Claimant should have done, he submitted, was to claim dissolution accounts and payment of what was found to be due to her on the taking of those dissolution accounts. In the meantime, the Claimant had no right to make a claim to payment of the arrears of Annual Payment, as a debt.

I do not accept these submissions. It is correct that in the present case there has been a dissolution. It is also correct that the Claimant has not claimed for a dissolution account in her Particulars of Claim, although I note that the Defendants did counterclaim for a dissolution account. It seems to me however that the reasoning of Etherton LJ in Mukerjee is equally capable of applying in the present case, notwithstanding that there has been a dissolution in the present case and notwithstanding that the Claimant did not herself claim a dissolution account.

This seems to me to emerge clearly from the reasoning of Etherton LJ in his judgment in Mukerjee, at [32]. The essential point made by Etherton LJ was that if the overpaid partner did not wish to repay to the partnership all the profit received by him, but wished to retain for his own benefit that part to which he was entitled, then he should pay to the other partners their due share then, rather than waiting until dissolution of the partnership. It is true that Etherton LJ referred to waiting for the dissolution of the partnership, but this simply reflected the fact that, in Mukerjee, dissolution had not taken place. The principle to which Etherton LJ made reference was based on the essential unfairness of one partner retaining their own share of partnership profit, while refusing to pay other partners their due shares until the taking of dissolution accounts. The present case replicates that situation, and raises precisely the same principle of unfairness upon which Etherton LJ relied. In the present case, as in Mukerjee, it seems to me that the situation falls into the same first category of exceptions to the general rule stated in Lindley. I cannot see that it is material in the present case that the dissolution has taken place.

It seems to me that this point is reinforced by a consideration of the reasoning of Etherton LJ in his judgment at [34]. As Etherton LJ pointed out, if the claimants in that case had a good and undeniable claim which could be quantified in respect of diverted profits, they should not be precluded from receiving their due share of the profits “now rather than waiting until the partnership properties have been sold and the dissolution accounts are finally concluded.”. As Etherton LJ made clear the unfairness which justified the exception from the rule stated in Lindley resulted from the innocent party, with “a good and undeniable claim which can be quantified in respect of diverted profits”, being required to wait, not until the dissolution, but until the final conclusion of dissolution accounts. The position in the present case is the same. On the Judge’s findings the Claimant had a good and undeniable claim which could be quantified in respect of the net profits of the 2017 Partnership which the Defendants had diverted to themselves. It follows that the reasoning of Etherton LJ in his judgment in Mukerjee clearly applies in the present case.

I cannot see how this analysis is affected by the fact that the Claimant did not herself make a claim for a dissolution account in this action. As it happens, the Defendants did make that claim, but in any event, I cannot see that the absence of claim for a dissolution account made by the Claimant provides any ground for saying that the reasoning of Etherton LJ in Mukerjee should not apply.

The Defendants’ counsel submit, in their Appeal skeleton argument, that the Judge wrongly regarded the judgment of Etherton LJ as giving her general authority to order payment to the Claimant if that seemed to her to be fair and just. It seems to me that this misrepresents the reasoning of the Judge. It is clear, from the Judge’s reasoning in Paragraphs 28-33, that the Judge based her conclusion that the Claimant was entitled to claim the arrears of Annual Payment, without waiting for dissolution accounts, on the reasoning of Etherton LJ in Mukerjee, and by analogy with the exception to the general rule relied upon by Etherton LJ in Mukerjee. As Etherton LJ commented in his judgment, at [32], the argument to the contrary to his reasoning “seems to me against good sense and fairness”. All that the Judge was doing, at the end of Paragraph 33 where she cited this part of [32], was noting that the Defendants’ argument, in common with the argument of the first defendant in Mukerjee, was against both good sense and fairness. It is quite clear that the Judge was not making a general appeal to a principle of good sense and fairness. The Judge was applying the reasoning in Mukerjee.

Returning specifically to Ground 5, and drawing together the analysis set out above, I cannot see that the Judge went wrong in concluding that the Claimant was entitled to claim the arrears of the Annual Payment from the Defendants, in advance of the taking of dissolution accounts. In my view the Judge was correct to follow the reasoning of Etherton LJ in Mukerjee, and correct to conclude, at least in theory, that the Claimant was entitled to claim the arrears of the Annual Payment in advance of dissolution accounts.

I say “in theory” because the position might, it seems to me, have been different in the present case if there had been evidence to undermine the Claimant’s claim to the arrears of the Annual Payment. If there had been grounds for thinking that, upon the taking of the dissolution accounts, it might turn out that the Claimant was not entitled to the arrears of the Annual Payment, because there turned out to be no net profits, the position might have been different. On that hypothesis, the Claimant’s claim would not have been a clear and undeniable claim which could be quantified in respect of the profits diverted by the Defendants.

This brings me to Ground 6, which is that the Judge failed to take into account the potential liabilities of the 2017 Partnership to NHS England. I also note that there is an additional reference, in this Ground, to “any other liabilities” of the 2017 Partnership. It is contended that the accounts for the relevant years, which it is said had been prepared as accounts of the partnership between the Defendants, did not reflect the potential liabilities of the 2017 Partnership.

It seems to me that there are at least two substantial problems with the argument in support of Ground 6.

First, the argument proceeds on the footing that the accounts for the relevant years were prepared by the Defendants as the accounts of a partnership between the Defendants. My attention was not drawn to any finding of fact in the Judgment to this effect. If however it is assumed that the Defendants did prepare the relevant accounts in the belief that they were accounts of a partnership between the Defendants alone, this was a mistake on the part of the Defendants. The 2017 Partnership was not dissolved until 18^th April 2023, with the consequence that the accounts were, in fact, the accounts of the 2017 Partnership.

I can see the argument, at least in theory, that if the Defendants were preparing accounts which they believed to be the accounts of a partnership comprising only themselves, they might have left out of account liabilities or potential liabilities which would have been taken into account if the Defendants had understood that they were preparing accounts which were in fact the accounts of the 2017 Partnership. There are however no findings of fact in the Judgment to support an argument of this kind. Nor is there anything in the Judgment to support the argument that the potential liability to the NHS, or for that matter any other potential liability was a liability which the Defendants had no reason to take into account if they were preparing accounts which they believed to relate to a partnership only between the two of them, but which would have been taken into account if the relevant accounts had been prepared as accounts of the 2017 Partnership.

In summary, if the Defendants did believe that they were preparing accounts for the relevant years which related only to a partnership between themselves, there is nothing in the Judgment to support the argument that the potential liability to the NHS or any other potential liability did not have to be taken into account on that basis, but would have had to be taken into account if the Defendants had understood that they were preparing accounts for the 2017 Partnership.

Second, Ground 6 proceeds on the footing that the potential liability to the NHS and other unspecified liabilities of the 2017 Partnership would have to be taken into account in any dissolution accounts of the 2017 Partnership. Whether this was right, and whether there was a risk of the accounts for the relevant years being re-opened, were questions of fact for the Judge to decide, on the evidence at the Trial. The Judge found, on the evidence, that these matters were not established; see Paragraph 34. The Judge was clearly unimpressed by the evidence, such as it was, in this respect. The Judge also noted, in this context, the very obvious and telling points (i) that the Defendants had prepared the relevant accounts without reference to any such potential liability, and (ii) that the Defendants had continued to draw profits irrespective of any such potential liability.

The Judge’s found, in Paragraph 34, that the potential liability to the NHS did not mean that dissolution accounts had to be prepared before any payment could be made to the Claimant. This is not a finding which it is open to me to interfere with. This was a finding on the evidence at the Trial. Ground 6 comes nowhere near alleging any error on the part of the Judge, in her treatment of the evidence, which would justify my interfering with her findings in Paragraph 34. I say this independent of the point that I can see no reason for questioning the Judge’s findings in Paragraph 34 in any event. Ultimately, one comes back to the same point, which is that the Defendants were happy to share what were the profits of the 2017 Partnership between themselves for the relevant years, apparently untroubled by any potential liability to the NHS or by any other unspecified potential liability. In these circumstances, it would be perverse if the Claimant was not entitled to her priority share of the profits for the relevant years.

In summary, and drawing together all of the above analysis, it seems to me that both Ground 5 and Ground 6 fail. I conclude that the Judge was correct in her decision that the Claimant was entitled to claim the arrears of the Annual Payment in advance of the preparation of dissolution accounts, and without regard to the alleged potential liability of the 2017 Partnership to the NHS or other unspecified potential liabilities.