OF THE LAW SOCIETY OF SCOTLAND - The Journal Online

I will be very happy to receive reviews of books which readers have
enjoyed and feel would be of interest to the profession. I would also
welcome suggestions on areas of the law which we should tackle.
Alistair Bonnington
The Law School,The Stair Building, University of Glasgow G12 8QQ
t: 0141 338 2352 f: 0141 338 2973 e: alistair.bonnington@bbc.co.uk
Journal
Review
Palmer’s Limited Liability Partnership Law
A volume featuring the famous Palmer name
should promise so much to a corporate lawyer.
So many editions of Palmer’s Company Law have
updated us, educated us, and
generally impressed with the
levels of scholarship and
research stemming from the
great Sir Francis Palmer
himself. The editorial team
responsible for this work is
the team responsible for the
current edition of that work. It
comprises six professors and
our own David Bennett as
Scottish editor. A fine start.
The misgivings begin at the
very beginning. I should stress that these
misgivings relate not to the quality of the book
itself, rather to the subject matter. The book
comprises some 250 pages of text, the remaining
550 or so pages comprising the Act, Regulations,
forms, legislation amended by the Act and a draft
Statement of Recommended Practice. Other
smaller works do not have the space for this.
Some which I have seen simply recognise that
Scotland exists, but decline to go there. The fact
that the Scottish dimension is included in all the
Edited: Morse & Others
Sweet & Maxwell
Price £125
ISBN 0421 740 000
relevant parts of the book, and the differences
between the two animals that are Scottish and
English partnerships recognised is a tribute to Mr
Bennett. This is not an English
book featuring one chapter with
a kilt, but one which is useful for
any UK practitioner.
So why the misgivings? One only
has to read the Preface to find
out. A review of company and
partnership law is now overdue.
This Act, however, has no
connection with either review,
but was an attempt to protect
the Big 5 accountancy firms
(whether this numeral will be
accurate when this goes to press is a moot
point), and prevent a move offshore where
limitation of liability was possible. The legislation,
we are told, was enacted, “after some
consultation, but little consideration in depth.” For
example, we are now left with two different
versions of section 110 of the Insolvency Act
1986 on the statute book.The law is so obscure
that Part C of the book is an attempt to provide
a statutory text of Acts applicable as modified to
LLPs; however, the editors stress that this is not
an authorised version, simply a “best guess
application of the modifications to the existing
text.” The preface ends, “The law is stated as
known to, or divined by (my emphasis), the
editors on April 6 2001.”
One does wonder how often this strange hybrid
will be used in practice, particularly when it will
generally be taxed as a partnership (unless it goes
into liquidation when it will, confusingly, be taxed
as a company). If that is the case, many of us may
find that this volume gathers more dust than
many of the tomes on our library shelves.The law
will probably have to be clarified sooner rather
than later, which makes me wonder, not for the
first time, why many more books are not
produced in loose leaf version with
accompanying CD ROM.
Let us congratulate Mr Morse and his colleagues
for their hard work and scholarship. Let us
bemoan, once again, the undue haste and lack of
attention to detail shown by the parliamentary
draftsmen of today. But rush to our bookshops to
buy this? I cannot help but think we will not be
swamped by clients seeking the conversion.
Tom Johnston,Young & Partners
Business Lawyers, Glenrothes and Dunfermline
53 May 2002 Volume 47 No 5