July 2025

Decision of the Athens Single-Member Court of First Instance on the Claim of an Excluded Partner in a Civil Partnership of Professionals for Payment of the Value of his Partnership Interest

A recent decision has been issued by the Athens Single-Member Court of First Instance under voluntary jurisdiction, bearing No. 3551/2025. In this decision, the Court ruled in favor of our client, recognizing his claim for payment of the value of his partnership interest in a civil partnership of professionals – exercising a public function – following his exclusion from said partnership. Specifically, the Court accepted the following: a) The provisions of Law 4072/2012 on general partnerships apply mutatis mutandis to civil partnerships formed by professionals/public function holders with an economic purpose (and therefore legal personality), notwithstanding the application of more specific rules issued by professional associations regarding their formation and operation; b) In partnerships of indefinite duration, the right to receive the value of the partnership interest upon exclusion does not depend on whether or not there is a "just cause" for exclusion; c) Any clause in the partnership agreement excluding the right to such a claim must be explicit and unambiguous; such is not the case when the articles merely stipulate that the excluded or withdrawing partner shall receive, upon exit, only the client base he/she brought in or objects supplied for use; d) Civil partnerships, as described above, may generate goodwill, since, like commercial companies, they rely, inter alia, on the gradually developed reputation and clientele of the firm. Given the disagreement between the excluded partner and the partnership as to the value of the partnership interest (it is noted that the partner estimates the value, based on an appraisal report, at €20,000,000), the Court ordered the conduct of a judicial expert examination. In particular, the Court instructed the appointed expert to submit a report addressing the following: “Which method the expert himself considers to be the most scientifically appropriate and suitable for determining the value of the respondent company’s financial status, and based on that method, to assess its value at the time of the applicant’s exit, specifically its assets, including the monetized value of intangible assets acquired during its operation (goodwill, clientele, value of distinctive signs, etc.), as well as its liabilities, i.e., debts to third parties, and to identify the goodwill of its assets and any disclosed or undisclosed reserves...”