Lewis v Estate of Juan Martinez

The appeal and cross-appeal concerned the validity of a resolution to expel Mr Lewis from a partnership and the date of dissolution of that partnership. The dispute arose between Mr Lewis, a partner, and the other partners, referred to as the Capital Partners. The primary judge had made certain orders regarding costs and the dismissal of a claim, which were the subject of the appeal and cross-appeal to the Court of Appeal.

The Court of Appeal was required to determine whether the resolution to expel Mr Lewis was validly passed, particularly in light of the voting mechanism used and the required majority for such resolutions under the Partnership Deed. Further, the court had to consider whether the resolutions were passed for an improper purpose and whether Mr Lewis had lost an opportunity to increase calibration points. The court also had to determine the appropriate date for the dissolution of the partnership, specifically whether it should be the date of the statement of claim or the date of the expulsion resolution, and whether dissolution on just and equitable grounds was warranted. Finally, the court considered whether the primary judge erred in making an order for costs for hearing a separate question.

The Court of Appeal found that the resolutions to waive time and to expel Mr Lewis were validly passed, notwithstanding the use of a single voting button, as the Partnership Deed did not prescribe a specific method of voting. The court determined that the resolutions did not require the approval of not less than 80% of all Capital Partners, but rather the specified majority for such resolutions. The court also found that the resolutions were not proposed for an improper purpose and that Mr Lewis had not lost the opportunity to increase calibration points. Consequently, the court held that the expulsion was valid and that the date of dissolution should be the date of the expulsion resolution. The court allowed the cross-appeal, setting aside the primary judge's orders and dismissing Mr Lewis's further amended statement of claim, ordering him to pay the Capital Partners' costs. The appeal was dismissed, with Mr Lewis ordered to pay the Capital Partners' costs of the appeal and cross-appeal.