Williamson & Soden Solicitors v Briars UKEAT/0611/10

Mr Briars became a salaried partner with Williamson & Soden in 2003.  In 2004 new arrangements were agreed which entitled him to a guaranteed profit share.  This was reflected in a letter which stated that it should be read in conjunction with the firm’s Partnership Agreement.  There were two Partnership Agreements one of 2003 and one of 2004.  The tribunal concluded that it was the earlier agreement which was referred to and that Mr Briars was an employee despite the fact he was given the label of partner and was entitled to some of the firm’s profit. 

The firm appealed.  The EAT agreed he was an employee. There was no obligation on the tribunal to first consider whether he was a partner under the Partnership Act 1890 before deciding whether he was an employee.  Mr Briars took no risk of loss, his share of the profits was not determinative of his status of partner, he was subject to the direct control of the firm and the parties conducted themselves as if he was an employee under the 2003 Partnership Agreement.  Given the onerous responsibilities that rest on a partner the EAT held that the documentation would have more clearly reflected his change of status if that had been what the partners intended.   

Key point:  In the similar case of Tiffin a solicitor was held to be a partner because he had limited voting rights and contributed a small amount of capital.  These cases are likely to be fact sensitive and under similar circumstances a partner could be found to be a fixed share equity partner.