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Supreme Court of India· 09 September 2026

Is a partnership 'at will' where the partners have fixed by contract its duration or the mode of its determination?

V. SUMITRA REDDY & ANR v. K. RANGANADHA REDDY & ORS
2026 INSC 979 · CIVIL APPEAL NO. 8167 OF 2017
Coram: Justice Ujjal Bhuyan · Justice Vipul M. Pancholi
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Answer

A partnership is not 'at will' where the partners have fixed by contract its duration or the mode of its determination.

No. A partnership is not 'at will' where the partners have fixed by contract its duration or the mode of its determination; where no such provision is made, the partnership is one 'at will' under Section 7 of the Indian Partnership Act, 1932, and any partner may dissolve it by giving notice, the firm standing dissolved from the date mentioned in the notice or, if none is mentioned, from the date the notice is communicated.

Headnote

Indian Partnership Act, 1932 — ss.7, 43, 46, 47, 48 — Dissolution of partnership at will — Valuation of partner's share in immovable assets — Indian Partnership Act, 1932 — s.48 — Right of partner on dissolution — Held: On dissolution of a partnership firm, every partner has a two-fold right — to have accounts settled as on the date of dissolution, and to share the residue of the assets after they are liquidated and the liabilities under Section 48 are satisfied. (¶57) Indian Partnership Act, 1932 — Dissolution — Cut-off date limited to profit ascertainment — Held further: The cut-off date fixed in a preliminary decree for rendition of accounts is significant only for ascertaining profits and losses up to that date, and has no bearing on the value of the residue of assets a partner is entitled to receive. (¶57) Indian Partnership Act, 1932 — Valuation on dissolution — Real, not notional, basis — Held further: An outgoing partner's share in the immovable assets of a dissolved partnership must be valued as on the date of actual assessment, since no partner may retain the benefit of appreciation in its value. (¶60) Indian Partnership Act, 1932 — Dissolution — Disposition — Held further: Retaining dissolved-partnership property in a reconstituted firm without paying the outgoing partner's share is impermissible, and freezing its value at the historical date of dissolution would be unfair and impractical; the civil appeal is dismissed. (¶¶60-61)

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In the Court's own words
Paragraph 40Section 7 deals with ‘partnership at will’. Since this provision has some relevance, the same is extracted hereunder: 7. Where no provision is made by contract between the partners for the duration of their partnership, or for the determination of their partnership, the partnership is ‘partnership at will’. 40.1. This Court has examined this provision on several occasions and laid down the broad contours of Section 7. The essence of ‘partnership at will’ is that it is open to any partner to dissolve the partnership by giving notice. Section 7 contemplates two exceptions. Firstly, there is a provision in any contract made between the partners for the duration of the partnership; secondly, there is also a provision made in any contract between the partners for the determination of their partnership. In either of these cases, the partnership is not at will. In other words, where the partners fix the duration or mode of determination of the partnership, the same is not a partnership at will (please see Karumuthu Thiagarajan Chettiar Vs. E.M. Muthappa Chettiar[^4]; and M.O.H. Uduman Vs. M.O.H. Aslum[^5]). Therefore, when there is a partnership at will, its existence will depend on the intention of the partners and their volition to continue to function as a firm or otherwise.
Acts & Sections
Section 7 of the Indian Partnership Act, 1932Section 43 of the Indian Partnership Act, 1932Section 44 of the Indian Partnership Act, 1932Section 46 of the Indian Partnership Act, 1932Section 47 of the Indian Partnership Act, 1932Section 48 of the Indian Partnership Act, 1932Section 17(1) of the Registration Act, 1908Order XL Rule 1 of the Code of Civil Procedure, 1908

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Also decided in this judgment
Must the immovable assets of a dissolved partnership be valued as on the date of actual assessment, not frozen at the date of dissolution?Is a partner's right on dissolution of a firm two-fold: to settle accounts and to share the liquidated residue under Section 48 of the Indian Partnership Act, 1932?Does a partner's interest in partnership property amount to his proportionate share of the assets once they are realised and converted into money?
Plain-language answer prepared by the LexStreak Editorial Desk — verify against the judgment. Source: Supreme Court of India. Corrections