3Kings Holdings v TCF 1 GP: High Court holds unwitnessed partnership agreement is not a deed

A limited partnership agreement signed without a witness's signature was not executed as a deed, so a general partner could not use its power of attorney to bind a limited partner to a new Cayman Islands agreement, the High Court has held.

HHJ Paul Matthews, sitting as a judge of the High Court, gave judgement in 3Kings Holdings Ltd v TCF 1 GP Ltd [2026] EWHC 2620 (BP) on 16 October 2026. James Wibberley appeared for the claimant and Timothy Sherwin for the defendant. The ruling resolves a jurisdiction challenge and a claim for a declaration that the partnership remains governed by English law.

What attestation requires

The defendant is general partner of a private fund limited partnership formed in 2020. In August 2023 it executed a Cayman Islands agreement, saying it bound every limited partner through a power of attorney in clause 26 of the English agreement. The claimant, a Maltese company that joined in 2022, argued that no valid power existed because it never executed the English agreement as a deed, as the Powers of Attorney Act 1971 requires.

The judge accepted that a clause stating the parties executed the agreement as a deed made that intention clear. The difficulty lay in section 44(2)(b) of the Companies Act 2006, under which a director's signature must be made in the presence of a witness who "attests" it. No witness had signed. The defendant argued that presence alone sufficed.

Surveying authority back to the Statute of Frauds 1677, the judge found no direct decision other than Euro Securities & Finance Ltd v Barrett. He thought Re Selby-Bigge, relied on there, of limited assistance, since it concerned probate registry procedure. Even so, judges had often used "attest" to include signing, and the Law Commission's 1987 report sought obligatory written attestation. Any other reading made no sense, and Newey J had accepted the point without argument in Briggs v Gleeds.

No estoppel, no contract

By seeking accounting information the claimant took the benefit of the English agreement, but that did not make it a grantor by deed. Following Briggs v Gleeds, the judge held that estoppel is unavailable where a document is not an apparently valid deed on its face, distinguishing Shah v Shah.

Nor could a defective deed operate as a simple contract conferring authority. There is no equitable power of attorney, a power affects third parties, and Parliament tightened the law in 1971. "A written contract is just not enough."

Alternative findings

Clause 26 extended only to documents required by local law to reorganise or re-file the partnership. No Cayman law evidence showed the new agreement was required, and it was a parallel agreement rather than a re-filing.

The general partner had also signed for the Cayman partnership, not as attorney for each limited partner as clause 26.4 required, and strict construction applied. A change of governing law and forum would materially alter partners' rights, which the agreement forbade. The judge called it "moving the goalposts after the ball has been kicked". Notice was not prompt either, the earliest contacts coming months after execution.

Timing and relief

A March 2026 re-execution postdated the claim, issued in October 2025. Under Mohammed v Bank of Kuwait, jurisdiction is judged at issue, so a stay would have been inappropriate even had the Cayman agreement then bound the claimant.

Finding a real, fully argued dispute, the judge said he would grant the declaration in terms to be settled.