You have thrown off the outdated shackles of partnership and now face the future as a brand new limited liability partnership (LLP). You have prepared and signed up to an LLP agreement, combining the best provisions from your old partnership agreement with corporate-style management and additional powers. What could possibly go wrong?

The vehicle may have changed, but sadly, human nature has not. In my experience, one of the enduring vices of law firms over the years has been an inability or unwillingness on the part of partners to adhere to the terms of their agreement, particularly those in management positions. Instances of non-existent powers being assumed by management are legion. It would be naive to imagine that LLP conversion would diminish this tendency, and if anything, the more corporate ethos engendered by the LLP has encouraged management to assume that they can exercise more rather than less control over members.

If the conduct of certain members of the LLP amounts to a repudiation capable of acceptance by the other members, they could all find themselves governed not by their agreement, but by the default regime under the LLP Act 2000 and the LLP Regulations 2001. Does this matter? You bet it does.