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Partnership Deed of Dissolution: What does ‘contact with existing clients’ mean?

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The unfortunate truth is that some partnerships will come to an end sooner than the partners may have first anticipated. This can be for various reasons including death, divorce, a fallout between partners or disability to name just a few. The idea, however, is to be prepared for this situation by having an experienced business solicitor draft a Partnership Deed of Dissolution in the event that one or more partners choose to terminate their role in the partnership.

In drafting this Agreement, your business solicitor will have to draft a clause that specifically relates to the ongoing contact with existing clients, sales leads and other business-related contacts. This is both important to keep the clients, leads and other business contacts informed regarding the departure of a business partner, as well to ensure these business contacts cease to have any business-related communications with the departing partner(s).

Informing the Client, Leads and Contacts

In drafting the first provision of this clause, your business solicitor should require the remaining partner(s) to make contact with all clients, sales leads and creditors that have engaged the services of the business and have entered into contracts with the business effected by both the departing partner(s) and the remaining partner(s).

Your business lawyer should draft this provision so that the remaining partners are required to contact all business-related contacts (and CC the departing partner(s) in these emails) to inform them of the following:

  1. That the departing partner is no longer a party to the Business Partnership;
  2. That the departing partner is no longer responsible for any charge or debt owed to the contacts by the remaining partner(s) or the business as a result of the termination of the business partnership; and that
  3. Ownership of the business has been completely transferred to the remaining partner(s) upon the termination date.

What are the Responsibilities of the Departing Partner?

If a partner leaves a partnership on bad terms, it is possible that they may attempt to poach some of their previous business-related contacts. For this reason, it is a good idea to have your business lawyer draft a provision preventing the departing partner(s) from trying to make contact with the clients of the business partnership.

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Are you looking to draft a Partnership Deed of Dissolution? Get in touch with your business lawyer or speak to a business lawyer from LegalVision to get the ball rolling. Protect your business by ensuring your contacts are fully informed of any changes to the structure and membership of the business partnership.

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Lachlan McKnight

Lachlan McKnight


Lachlan is the CEO of LegalVision. He co-founded LegalVision in 2012 with the goal of providing high quality, cost effective legal services at scale to both SMEs and large corporates.

Qualifications: Lachlan has an MBA from INSEAD and is admitted to the Supreme Court of England and Wales and the Supreme Court of New South Wales.

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About LegalVision

LegalVision is an innovative commercial law firm that provides businesses with affordable, unlimited and ongoing legal assistance through our membership. We operate in Australia, the United Kingdom and New Zealand.

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