![]() ![]() These included materially changing the LLP’s business and appointing new members, but not expelling members. Clause 13.6 set out certain decisions that would always require unanimous approval by the members.However, should the number of members ever grow beyond two, these decisions would require only a majority vote. Because the LLP had only two members, this meant decisions needed unanimous agreement. Non-routine decisions would be taken by a majority of the members.Clause 13.1 stated that THJ would carry out the “day-to-day running” of the LLP and make day-to-day decisions for its smooth running.The agreement defined the LLP’s business as “ the sale, supply and support of the ONE Software together with option training strategy to end users of the ONE Software”.The LLP agreement contained a number of terms that are important to the dispute. Mr Sheridan, THJ and the LLP entered into an LLP agreement governing the LLP’s affairs. To this end, Mr Mitchell, through a company owned by him and his wife (THJ), and Mr Sheridan became members of an LLP. Mr Sheridan would use ONE to display information to his, which would in turn benefit Mr Mitchell by promoting the ONE platform. After enrolling in a mentoring package offered by Mr Sheridan, the two individuals saw an opportunity to work together. Mr Mitchell had developed a platform called OptionNET Explorer (or ONE) to assist with trading options. THJ Systems Ltd v Sheridan EWHC 927 (Ch) concerned a joint venture between Mr Mitchell, a software developer, and Mr Sheridan, a former options trader turned mentoring services provider. ![]()
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