One of the finest UK partnership law cases is the Carlen v Drury that was made in 1812. It is commonly referred for a broader principle in UK Company law that the court will usually not permit litigation by members where the process for redress is made in the articles of association.
The Bankside Brewery was a partnership made up of 300 people. This partnership began in 1808 for the term of 99 years. Drury was one of the three managers and the rules of this partnership had a provision for managers that they can be evicted on a vote of annual general meeting on Lady Day, Michaelmas.
In the case of suspected misbehavior, there can be a special general meeting called by a board team of 12 partners who audited the accounts of the company.
The partnership can be suspended by the 2 successive votes of three quarters of all the partners.
Six of the board partners supposed that the managers and the next six board partners were guilty of gross mismanagement, and they applied to court for the order of dissolving the partnership and to employ a receiver.
Lord Eldon and Sir Samuel Romilly held that the court had no rights to get in the way with partnership. The judgment of Lord Eldon said the following -
According to the Rule of Law, the individual who manages the management is responsible to the Scope of his Engagements; Secondly, every person at Law is answerable for the whole Amount of Debts of the Concern; and thirdly every person is eligible to a Contribution for which the Agents had paid.