Oxford University LLP Agreement Paper

Dear Zac

I have met briefly with Josefina Del Largo who is hoping to set up in business with two friends, Pete Mayland and Mani Raja, designing and manufacturing baby clothes from organic cotton, sourced from sustainable and ethically farmed land. Pete is a CAD (computer aided design) specialist and engineer and will deal with all the technical issues of design and manufacture. Mani has the funds to set up the business and he also owns freehold premises; he owns a large unit on the outskirts of Sheffield which he is prepared to transfer to the business as part of his capital contribution. He also has the contacts in the cotton industry and will source and contract for the cotton. Josefina is the creative heart of the business and will produce all the drawings and colour boards and designs for the clothing to be inputted into the technical process. Pete and Mani have worked together on other projects for many years.

Pete and Mani each have separate legal representation and the details of their solicitors are attached. [Note to candidates: the details are not provided and are not relevant to the question]

Josefina is pregnant and her baby is due in 6 months’ time. She will work from home on her designs and meet the others on a face-to-face basis once a month.

They are planning to incorporate a limited liability partnership shortly and all three will be members. Mani will contribute £2.5 million pounds as capital to start the business, consisting of the unit in Sheffield valued at £1.5 million and the rest in cash. He will work part-time in the business. Pete will work full time in the business but cannot put in any capital at the moment. Josefina will also work full time until her baby is born. She will then need some time off and will return and work 3 days each week. She will put in £500,000 capital.

Josefina wants to ensure that all matters are agreed as soon as possible, and a meeting is planned for next week with the other parties and their solicitors to hammer out a written limited liability partnership (LLP) agreement. A name is yet to be chosen for the business, that is something to be decided at the joint meeting. [Note to candidates: you are NOT required to advise on any issues relating to the choice of name in your answer to Part A]

I am meeting with Josefina tomorrow to discuss what should go in the agreement. It has been agreed that we will prepare the first draft and circulate to all parties in advance of the meeting for their comments and any suggested amendments.

Can you please produce a memorandum for me in preparation for the meeting with Josefina outlining the key matters to be included in the LLP agreement and why?