Mr Abrams was a member of a limited liability partnership (LLP). He was due to retire at 62. As he approached retirement, for tax reasons he had set up a limited company to take his place as a member of the LLP. From this point, Mr Abrams was no longer an employee or worker and had no continuing contractual relationship with the LLP; instead, his services were provided through the limited company. The limited company, as a member of the LLP, was entitled to receive the profit share that Mr Abrams would have received had he continued as a member.
When Mr Abrams reached retirement age, the LLP no longer wanted to receive his services and objected to the limited company he had set up continuing as a member of the LLP. A dispute arose over whether the limited company continued to be a member of the LLP, and whether it had suffered any detriment by reason of the age of Mr Abrams.