Want to talk to an expert employment law solicitor?

You'll receive a callback from a specialist within an hour

This case covers two main areas of law: firstly, the law relating to partnerships and, secondly, the law relating to contractual misrepresentation and unjust enrichment.

The facts in Valencia v Llupar

This case concerned the alleged entering-into of a partnership between Norberto Llupar (“the Claimant”) and Natalia Valencia (“the Defendant”) relating to a restaurant business started by the Defendant in London (and possibly a second restaurant). The Defendant allegedly stated to the Claimant that her businesses were doing very well (taking up to £1,000 a day) and that if he invested in the Claimant’s business then he would take a 40% share and be entitled to live above one of the restaurants. The Claimant therefore made four payments totalling £80,000 to the Defendant in May and June 2008.

However, a partnership agreement was never signed by either party and the Claimant later discovered that the Defendant’s business was not doing nearly as well as she stated and that the promised accommodation above the restaurant was not available. The Claimant therefore demanded the return of his money and stated his intention to end their business relationship in August 2008. He issued a claim form almost a year later in September 2009 for various claims of damages for misrepresentation, or for breach of contract (among other claims).

The law relating to partnership and contractual misrepresentation

Partnership

A partnership is a business relationship between two or more parties with a view to profit. A partnership agreement can be written or unwritten, express or implied. There are a number of different types of partnership agreement (including “general partnerships”, “limited liability partnerships” or “LLP’s”, “partnerships at will”, and “limited partnerships”. This post will focus on partnerships at will due to the decision that the Court of Appeal came to.

A partnership at will is a particular type of partnership. It generally applies where there is no written (and signed) partnership agreement and the express terms of the agreement are either not agreed upon or are unclear.

Contractual misrepresentation

Contractual misrepresentation occurs when one party makes an untrue statement of fact or law to another party which induces the other party to enter into a contract, causing the other party loss.

The Court of Appeal’s judgment in Valencia v Llupar

The Defendant appealed the High Court’s judgment on the two following grounds:

  1. That there had been no partnership between the parties; and
  2. That there had been misrepresentations made by the Defendant to the Claimant

The Court of Appeal rejected the Defendant’s appeal. It considered that the High Court judge was entitled to make its finding that there had been not been a partnership between the parties and that the Defendant had made representations of fact (which were untrue) to the Claimant. The fact that neither of the parties had signed the partnership agreement and that the parties had clearly not intended to enter into the agreement until agreement were reached on the terms were critical. Further, in coming to this decision the Court of Appeal relied heavily on the High Court’s assessment of the unreliability of the Defendant’s witness evidence as compared to the Claimant.

Share →

Leave a Reply

Your email address will not be published. Required fields are marked *

 

Our awards

Request a callback

Your name

Your email

Your telephone number

Contact us

Please feel free to discuss your own position and concerns. Contact your nearest office on:

T: 020 3397 3603
E: enquiries@redmans.co.uk
W: www.redmans.co.uk

Testimonials

4.52 Average

21 Reviews

Redman's provided excellent legal employment advice for me during a difficult time in my employment. Chris was my lawyer, super efficient, quick, reliable and clearly very experienced in the matter. Could not ask for a better law firm to deal with your query if you are in need of some help. Would definitely use them again in the future. Highly recommending Chris.

Posted 1 month ago

Steven

Chris Hadrill was very professional and responsive. I would highly recommend him

Posted 1 month ago

Dinah

Very Efficient, with very quick email reply’s. I had a matter that needed resolving within a very short space of time and Redmans Solicitors were great with dealing with my matter quickly.

Posted 1 month ago

Ankar

At Redmans the solicitor that was dealing with me was Chris. He dealt with my situation smoothly with clear guidance and explanation

Posted 1 month ago

Anonymous

Clear, concise advice and guidance delivered by an experienced and very capable solicitor, within the timelines required

Posted 2 months ago

Anonymous

Very efficient service. I never had to wIt for more than a day for a reply to any of my queries and the matter was dealt with swiftly.

Posted 2 months ago

Anonymous

Very timely, thorough and helpful advice. Friendly and considerate of the needs of the client

Posted 2 months ago

Anonymous

Very prompt and attention to detail. Thank you for the service

Posted 2 months ago

Chris

Couldn’t be happier with how Redmans successfully handled our seemingly tricky case. By being clear and detailed every step of the way, with the utmost professionalism and courtesy, they made it an informative and eye-opening process, taking the stress out of the situation and ultimately delivered what you would want from such a service. I fully appreciate everything they have done, and if I am ever in need of such services in the future, they will be the first number I contact. Excellent.

Posted 2 months ago

Anonymous

Excellent work delivered with great quality

Posted 2 months ago

Dominic

Chris Hadrill was a great help both in terms of his advice and his expertise. He explained my options to me clearly and concisely enabling me to quickly make the right decision for me in the circumstance. I would not hesitate to recommend Chris or Redmans to friends or colleagues, and would certainly make Redmans my first port of call should I require a similar service in the future.

Posted 2 months ago

Kurt

Redmans gave excellent advice and helped me understand everything in clear concepts. Thank you!

Posted 2 months ago

Anonymous

Resolved my issues

Posted 2 months ago

Keith

Quick fast professional service.

Posted 2 months ago

Michael

"Prompt, efficient and practical advice that resulted in me getting some additional money tax free."

Posted 2 months ago

Anonymous

Patient and thorough advice given to me around my Settlement Agreement

Posted 2 months ago

Anonymous

"Excellent service, getting back to you promptly giving you very good advice."

Posted 2 months ago

Anonymous

I found Chris Hadrill to be an excellent help, he is very knowledgeable and gives good ,concise ,strategic advice .He makes himself readily accessible when you need him.I would personally highly recommend him.

Posted 2 months ago

Christine

Professional, efficient and reliable service provided. I strongly recommend them and I would use this service again.

Posted 2 months ago