Kate Rogers and Samuel Lane appeared for the successful Appellants in the Court of Appeal.

The case concerns a partnership founded during the COVID-19 pandemic to sell lateral flow tests (“LFTs”). Following the dissolution of the partnership, both partners continued selling COVID-19 LFTs through different entities, making substantial sums of money.

After the dissolution of the partnership, both partners brought various claims against one another (and associated individuals and companies) in unlawful means conspiracy, knowing receipt, and dishonest assistance, as well under sections 29 and 42 of the Partnership Act 1890 (“PA 1890”).

At first instance, following a fifteen-day trial, Richards J found that one partner (Mr Manduca) breached his fiduciary duties to the other (Mr Hughes) by having a secret share in his son’s business (Newfoundland Diagnostics Limited) from which he received 30% of the pre-tax profits without the knowledge or consent of his co-partner. Mr Manduca was also found to have diverted some business from the partnership to Newfoundland.

Richards J also found that Mr Hughes had to account to Mr Manduca for his post-dissolution profits, pursuant to s. 29 PA 1890 on account of the fact that he used the same supplier of LFTs as the partnership. In turn, this finding formed the basis of his conclusion that Mr Hughes (and others) were liable in unlawful means conspiracy, and possibly liable in knowing receipt (a matter left over to a second trial). Richards J further held that Mr Manduca had an entitlement under s. 42 PA 1890 and dismissed Mr Hughes’ claims in unlawful means conspiracy and knowing receipt.

Following a four-day appeal in April 2026, the Court of Appeal have substantially allowed the appeal bought by Mr Hughes on all grounds. In particular, the majority (Snowden and Falk LJJs) allowed the appeal against Richards J’s finding that Mr Hughes is liable to account under s. 29 PA 1890 merely because he used the same supplier as the partnership, remitting this to be decided at first instance, with guidance as to how the section should be construed. The Court of Appeal also overturned and remitted Mr Manduca’s claims in unlawful means conspiracy and knowing receipt, which are parasitic on any liability under s. 29. Furthermore, the Court unanimously held that Mr Manduca had no entitlement under s. 42 PA 1890, and that Richards J was wrong to dismiss Mr Hughes’ claims in knowing receipt and unlawful means conspiracy against Mr Manduca.

The Court of Appeal noted Mr Manduca’s “very serious” breaches of his fiduciary duties.

The judgment contains authoritative guidance as to the proper approach to s. 29, the meaning of the words “business connexion” in that section, and the scope of s. 42 PA 1890.

Kate Rogers and Samuel Lane acted for the successful Appellants, led by Lexa Hilliard KC of Wilberforce Chambers. They were instructed by Sam Pinder and Kerrie Duffy of Gardner Leader LLP in relation to the Appeal. Chris Felton and Elinor Clifford are also members of the solicitor team acting on the main claim.

A copy of the judgment can be found here.