Unattested LPA was no deed, so Cayman re-domiciliation failed

A general partner's attempt to re-domicile an English private fund limited partnership to the Cayman Islands under a power of attorneyNationalarchives has failedNationalarchives, because the partnership agreement was never executed as a deedNationalarchives. In 3Kings Holdings Limited v TCF 1 GP Limited [2026] EWHC 2620 (BP), HHJ Paul Matthews, sitting as a High Court judge in Bristol, held on 16 October 2026 that the claimant investor remained bound by the English agreementNationalarchives but not by the Cayman Islands agreementNationalarchives, that English law still governedNationalarchives, and granted a declaration to that effect.

The English LPA was executed on 26 November 2020; the claimant, a Malta company, joined as a limited partner in mid-2022. On 28 August 2023 the defendant general partner executed a new Cayman LPANationalarchives, governed by Cayman law with exclusive Cayman jurisdiction, claiming to act for all limited partners under the power of attorney in clause 26 of the English LPANationalarchives. It registered the new vehicle in Cayman on 30 August 2023 while leaving the English partnership dormant but undissolved. The claimant issued its claim on 30 October 2025 for a declaration that the partnership remains governed by English lawNationalarchives; the defendant challenged jurisdiction in reliance on the Cayman clause.

The decisive point was executionNationalarchives. Clause 28.10 ("Each party executes and delivers this Agreement as a deed")Nationalarchives satisfied the requirement that a deed make its intention clear on its faceNationalarchives. But the claimant, a company, executed only by a single director's signature with no seal and no witness signatureNationalarchives. Under section 44(2)(b) of the Companies Act 2006 that route requires signature "by a director of the company in the presence of a witness who attests the signature"Nationalarchives. The court held that "attests" requires the witness to subscribe — to sign the documentNationalarchives — and mere presence is not enoughNationalarchives, following Euro Securities & Finance v Barrett [2023] Ch 279 and the Law Commission's 1987 report: attestation means witnessing plus the witness's signatureNationalarchives, so execution can be proved without later oral evidence.

Neither agreement nor estoppel could cure the defect. Taking a benefit under the agreement binds a party to its covenants but does not turn a signature into execution as a deedNationalarchives. And following Briggs v Gleeds [2015] Ch 212, estoppel is unavailable where the document is not "apparently valid" on its faceNationalarchives: a third party must be able to tell from the document itself whether it is a deedNationalarchives. Nor could clause 26 operate as a merely written authorityNationalarchives: since section 1(1) of the Powers of Attorney Act 1971Nationalarchives every power of attorney must be by deedLegislation, and there is no doctrine of specific performance producing an "equitable power of attorney"Nationalarchives.

Fallback holdings, in case that analysis was wrong, each independently defeated the move: the scope of clause 26 did not cover it (no Cayman law filing requirement was pleaded or proved, and the Cayman LPA was a new parallel partnership, not a refiling; clause 10 authorised parallel vehicles, not re-domiciliation); the exercise was invalid under clause 26.4 (the defendant signed as general partner for the partnership, not separately as attorney for each limited partner); moving law and exclusive jurisdiction to Cayman was a material change in partners' rights (cost, a smaller profession and judiciary, time zones); and notice of the August 2023 execution months later was not prompt.

Legal basis: section 1(1) of the Powers of Attorney Act 1971; section 1 of the Law of Property (Miscellaneous Provisions) Act 1989Nationalarchives; sections 44, 46 and 47 of the Companies Act 2006.