Husband was prohibited from terminating a Partnership Management Agreement without the prior written consent of his wife

Commercial dispute between man and his long estranged wife and their son – son is majority shareholder and sole director of the plaintiff company – Management Agreement afforded exclusive management of the Hotel to the plaintiff company – husband sought to resume control of the hotel and purported to terminate the Management Agreement – took possession and control of the hotel – plaintiff obtained an ex parte injunction restoring occupation and control of the hotel – whether the legal team for the father and the Partnership could represent both of them – interpretation of the Management Agreement – Plaintiff company and wife accept that the husband/father is a partner – submitted that his freedom of action as partner is constrained by the management agreement – wife was concerned in 2016/2017 about debts arising from the Hotel and other business activities of her husband – her son’s continued management of the family hotel was very important to her – sought to seek in the terms of the agreement with her husband to constrain his freedom of action as to the affairs of the Partnership and the Hotel – representation issue resolved on consent – legal team agreed to come off record – principles of interpretation – meaning to be determined from consideration of the contract as a whole – clear purpose of term in the contract that freedom of action require prior consent of his wife – clear as a matter of interpretation that the decisions underlying his actions in ejecting the Plaintiff company clearly required prior written consent of his wife – agreement and constraints continued and did not change merely due to a change in the identity of their creditor – likely that arrangements would continue until altered by agreement - held as a matter only of interpretation of the agreement that the father was prohibited from terminating the Partnership Management Agreement with the Plaintiff company without the written consent of his wife.