How to Review a No-Partnership and No-Agency Disclaimer

October 2026. Eira runs ops for a 15-person UK brand of linen tea towels. They leave a Cardiff warehouse. English law. Courts of England and Wales.

The packet — the papers you will perform — is Clause 11, Schedule 3, the margin line, one Instagram post, and a card receipt.

For example, the pop-up may take about £24,000. The shop keeps 40 percent of net margin. Yesterday a card machine in Eira's trading name took £1,400 for napkins. Schedule 3 allows £200, and only for tea towel TT-40.

Typical mistake: the disclaimer killed agency, so the deposit is theirs and Schedule 3 is marketing. The hidden risk is Saturday pressure. In practice the heading does not erase conduct.

A private ban helps against a customer only with notice. Section 8 of the Partnership Act 1890 says a restriction does not bind the firm against a person without notice. The wedding customer has not seen Clause 11.

If a court must cut one sentence, open the severability and blue pencil review. If the fight is whether this director can sign, open the signatory authority checklist. If an attorney may execute later documents, open the further assurance review. Tax and control of hours stay off this page. No link.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

What does the label still leave a court free to read?

The heading records intent between these two companies. It does not close the enquiry. A court can still read the profit share, the liked post, and the money already taken.

Section 1 of the Partnership Act 1890 defines partnership as a business in common with a view of profit. Two companies can still be partners with each other.

Section 2 says a share of profits is prima facie evidence of partnership. It does not of itself make the shop a partner. Sharing gross returns is a weaker flag. This line is 40 percent of net margin.

Hall Ellis, checked on 2 October 2026, says conduct that meets the Act is not avoided by the clause. It is not conclusive. Norton Rose Fulbright (April 2021) says the label may not be definitive. Do not copy their claim that section 9 is joint and several for debts.

Section 9, checked on 2 October 2026, says partners are liable jointly for debts while they are partners, and in Scotland severally also. Section 12 is joint and several for wrongs, not a rewrite of section 9.

In Ampalam v Karthik [2020] EWHC 3407 (QB) the word partner is not conclusive. Do write 40 percent, the like, and £1,400 beside the heading. Pause if marketing liked the post.

Which four relationships belong in one block?

Partnership, joint venture, fiduciary relationship, and agency are four labels. A sentence that names only one leaves a hole. Clause 11 names all four. That is necessary. It is not the end of the log.

Hall Ellis's sample names all four, then a hold-out ban. Use the shape. Do not paste it. Hall Ellis partnership and agency clauses also shows a real agency clause with a cap. That belongs with Schedule 3.

The fynk shelf, schema date 9 June 2026, often drops fiduciary. Some samples add “save to the extent expressly stated”. Several are US filings. fynk no partnership or agency is not Cardiff law.

Law Insider (2026) repeats a no-authority sentence. Those samples are a dump, not this pop-up. Do tick each label. Don't call three labels the full block. Pause if fiduciary or agency is absent.

How do you test bind, represent, and hold out?

Clause 11 bans three acts between the parties: binding the other, representing that you have authority, and holding out as partner or agent. A customer who never saw the clause is a different question.

If a partnership is found, section 5 makes every partner an agent for usual-way acts, unless the customer knows there is no authority or does not believe the actor is a partner. Do not apply section 5 yet.

Section 8 limits the restriction to people with notice. The £1,400 customer has not been shown Clause 11. Write “notice: no”.

In Armagas Ltd v Mundogas SA [1985] UKHL 11 (22 May 1985, reported [1986] AC 717) ostensible authority needs a representation by the principal. The agent's own boast is not enough.

The shop's boast is not the brand's representation. The card machine in Eira's name, and a liked post, might be. Don't say a like always binds. Pause if the machine shows the trading name.

When to leave Schedule 3 standing beside the disclaimer?

Schedule 3 is a real appointment: deposits in the brand's name, up to £200, tea towel TT-40 only. Eira's company honours those orders. Napkins are outside it.

Clause 11 says nothing constitutes an agency, with no exception for Schedule 3. The boilerplate does not delete the schedule. The schedule does not cover £1,400.

“Save to the extent expressly stated” is a carve-out. Eira does not have it. A true appointment elsewhere stays on its own page. This disclaimer does not replace it.

Do write “carve-out: missing” and “napkins: outside”. Don't strike Schedule 3 because the boilerplate sounds broader. Pause if someone calls the schedule marketing.

Where should you review contractor status instead?

Tax, staff, and control of hours are status wording, not this disclaimer. A profit share for an agent is a partnership flag, not a tax test.

Do leave benefits and control off this log. Don't paste status wording into Clause 11. Pause if employment status is the only worry. That review stays closed. No link.

What to keep, tighten, or walk before you sign?

Use one checklist before you sign. Verify each cell. Escalate the £1,400 before Saturday. Path: Clause 11 → labels → hold-out → Schedule 3 → receipt → keep, tighten, or walk.

Keep only if four labels stay, Schedule 3 is excepted, and the ban names partner, agent, official, and the channels. Take the post down. Refund the £1,400 or rewrite it.

Tighten the ban if it is silent on holding out or on money already taken. Walk if the paper is silent while deposits are live. Walk if Friday's plan is to sign and leave the post up.

Optional: upload the same file. A first-pass — a highlighter on that file, not a decision — can mark the words. A solicitor still opens Clause 11, Schedule 3, the post, and the receipt.