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


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.

Want to talk to an expert employment law solicitor?

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

Share →

Leave a Reply

Your email address will not be published.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


Our awards

Request a callback

Your first name (required)

Your last name (required)

Your email (required)

Your telephone number (required)

Brief details of your enquiry

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


4.76 Average

204 Reviews


Excellent advice and customer service.

Posted 3 weeks ago

Aneet G

I would definitely recommend Redmans. Very impressed with service provided. They were extremely proactive in handling my case which made things easier for me. Provided sound advice and resolution. Special credit for this goes to Chris who dealt with my case with great determination and consideration.

Posted 4 weeks ago

Fern M

Very efficient and friendly

Posted 4 weeks ago

Neville S

A professional and friendly service, which I would highly recommend.

Posted 4 weeks ago

Daniel T

Extremely helpful and made a bad situation much more manageable. Where other solicitors seemed disinterested in my situation Redmans immediately made me feel like it was a team effort to achieve a more favourable outcome

Posted 1 month ago

Paul T

Excellent, quick and informative. Chris was a real star and gave me confidence during the uncertainty if a redundancy settlement.

Posted 1 month ago

Marina E

Felt in very capable hands was listened to and given excellent advice. Would not hesitate to recomend and use again if needed.

Posted 1 month ago

Rosa B

Fabulous service all round.

Posted 1 month ago


Redmans were quick to respond to my enquiry and dealt with my case professionally and personably. I received sound advice and was put at ease by Chris Hadrill, Partner.

Posted 1 month ago

Alkhas K

Excellent service.

Posted 1 month ago

Mathias G

Contacted them regarding my end of employment agreement. Chris Hadrill dealt with it and was done and handed back to employer same day more than happy with there service.

Posted 2 months ago

Mark W

Most professional from start to finish offering very a personal service. Most impressive and quick when dealing with the matters in hand.

Posted 3 months ago


Posted 3 months ago


I am very glad I came across Redmans Solicitors. Fantastic service!

Posted 3 months ago


Fantastic communication, always happy to answer queries, highly recommended.

Posted 3 months ago

Wavenie B

They were very straight to the point, friendly and understanding people. I felt they had my best interest. They were easy to get hold of, replies were almost instant. 5/5 for customer service

Posted 3 months ago

Christina P

Caroline was fantastic to work with - extremely knowledgeable, supportive, thorough and honest. I definitely recommend Redmans!

Posted 3 months ago


Very well done and fast support. Professional and reliable. Highly recommended!

Posted 3 months ago

Helene L

They were very knowledgable in the respected area in terms of change in law/regulations that is crucial for the clients who are seeking for legal arvice.

Posted 3 months ago

Sara R

Very helpful and wonderful advice

Posted 3 months ago

Marie D

very good service all digitalised

Posted 3 months ago