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UKSolicitorJA, Solicitor
Category: Law
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Experience:  English solicitor with over 12 years experience
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Partnership law question. Three people were in partnership

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Partnership law question.
Three people were in partnership (01/02/1995) and signed a partnership agreement, one of them retired (1999), the other two continued on the previous agreement. Recently a 3rd joined, they did not create or sign any new agreement. Are they currently a partnership at will or bound by the terms of the original agreement?

The original agreement may be binding on the continuing 2 Partners but not binding on the new Partner unless there is an express or implied agreement by the new Partner to be bound to the original Partnership Agreement.

If there is no agreement by the new Partner, he/she is in a Partnership at will and may give notice at any time to terminate his/her partnership with the continuing 2 Partners.

May I help further?

Customer: replied 3 years ago.

When you say, may be binding, what would sway this either way to either be not binding or definitely binding.


Perhaps would help if I put it in context....

3 doctors were in partnership, one retired the other two continued without a new agreement, a new doctor joined and they again did not draft a new agreement. The new doctor was not good for business and quite disruptive etc. One of the partners believed that there were operating at will as no new agreement, since last two changes. So he dissolved the partnership, by reference to the partnership act 1890 (or whatever).


Partners say as old agreement did not allow for dissolution, he should not and cannot dissolve?



I do not know what the Partnership Agreement provides so I cannot give definitive advice which explains the use of the word "may".

If it says the partnership will continue if one of the partner retires, or the partnership is for a fixed term which has not yet expired, then it continues.

If no duration was specified in the original partnership agreememt, then it would be a partnership at will and can be dissolved by any partner giving notice.

This area is very complicated and I would refer you here for further information

Hope this helps

Customer: replied 3 years ago.

In my own lay research I actually visited the same link.


Would you like me to send you a copy of the agreement???

This is a public forum and I would not advise you to disclose it here if is is confidential.
Customer: replied 3 years ago.


this is a clause contained within the document.....


....and the partnership shall continue during the joint lives of the Partners of any two or more of them unless previously determined in the case of any individual partners under the provisions continued below.

The outgoing from the Partnership bankruptcy or death of any individual partner shall not dissolve the partnership as between the other partners.

Thank you. That clarifies matters.

I would refer you back to my original answer and would advise you that in my opinion, the partnership agreement is binding between the 2 continuing partners but not the 3 rd partner who never agreed or signed up to the partnership agreement.

As far as the 3 rd partner is concerned, it is a partnership at will and they may give notice to retire at any time but it would still continue as far as the continuing 2 are concerned.

Hope this clarifies and please leave feedback
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