JANICE OOI

FACULTY OF LAW

DISSOLUTION OF PARTNERSHIP

1. Court interference/orders
S34, Subject to any agreement between the partners, a partnership is dissolved

(a) if entered into for a fixed term, by the expiration of that term;

(b) if entered into for a single adventure or undertaking, by the termination of the
adventure or undertaking;

(c) if entered into for an undefined time, by any partner giving notice to the other or
others of his intention to dissolve the partnership.

1. Subject to any agreement.

Refers to relevant clause[s] in a partnership agreement.

Syarikat Wing Heong Meat Product Sdn Bhd v Wing Heong Food Industries Sdn Bhd & Ors
[2010] 7 MLJ 504.
[I]- Whether the person managing the partnership business had actual or ostensible authority to
sell the partnership's business, goodwill and intellectual property assets.
[H]- There was actual authority accorded for the sale.

a. Fixed term

Section 34 of PA
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FACULTY OF LAW

A partnership can be formed in a limited period, where the term of its existence are put
in the agreement

When the time lapsed, the partnership will be automatically dissolved

Lee Lay Lay v Wong Yiik Tai (unreported, 24 May 2007; Originating Summons No 24-433-2005-
I), [2007] MLJU 585.
[F]- The defendant claimed her act of dissolving the partnership was valid since it was entered
into for a fixed term.
[H]- Applying the provisions of the Partnership Act 1961 S.34 to the facts, the Court found that
there was no evidence that the partnership was entered into for a fixed term.

Sec 29-Conversion of fixed term pp into pp at will

Sec 29(1) Upon expiration of the fixed term and the partners decided to continue
without any new terms,the pp agreement shall still be valid as long as the terms are
consistent with a pp at will.
Sec 29(2) There is continuance of a fixed term partnership if partners continue
business without any settlement or liquidation of the partnership affairs.

b Completion of an event or undertaking

A partnership may be form in order to served for a certain event or undertaking

After the event or undertaking is finish, the partnership shall be dissolve

A partnership may have been formed solely for purposes of carrying out a single
transaction, adventure or undertaking. In such an event, the partnership would naturally
dissolve by operation of law once the transaction, adventure or undertaking has been
completed subject to any agreement to the contrary.

A joint venture may or may not be a partnership.

In deciding whether or not a partnership exists, the court must have regard to s4 ante
and the intention of the parties as appearing from the whole facts of the case and the
contract the joint venturers have made.

Whether or not the parties can be regarded as partners could only be determined if the
joint venture between them constituted a partnership 'for a single adventure or
undertaking' subsumable under this section.

Sinnathamby Klondakoundan & Ors v Brijkishore Shuparshad [1998] 1 MLJ 31, CA.

Lee Lay Lay v Wong Yiik Tai (unreported, 24 May 2007; Originating Summons No 24-433-2005-
I), [2007] MLJU 585.
[F]- The defendant claimed her act of dissolving the partnership was valid since it was entered
into for a single adventure or undertaking.
[H]- there was no evidence that the partnership business was entered into for a single
adventure or undertaking.
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FACULTY OF LAW

c. Notice

Retirement from Pship at will

Section 28(1) of PA Sec

no fixed term for the duration of partnership
- a partner may determine by notice

Sec 28(2) where there is written pship agreement, then the notice should be in
writing and signed

When the partnership agreement does not have any provision relating to dissolution

Dissolution by notice

S34(1)(c)
S34 only apply in the absence of any contrary agreement between partners.
(Sukhinderjit Singh Muker v Arumugam Deva Rajah)

Abbot v Abbot
There is a clause in the partnership agreement which provides If any partner shall do or suffer
any act which could be a ground for dissolution of the partnership by court, he shall be
considered to have retired.
A partner decided to dissolve the firm and gave notice of dissolution to other partners. He
claimed that he has right to issue the notice as the firm is a partnership at will.
Held:
The notice was ineffective. The partnership was not a partnership at will but one to continue
unless dissolve by court or some other event.

J.W.W Lewis & Ors v W.E Balasingam

Fact: The pp agreement has two clause which provides for dissolution. The first one stated that
the pp may be dissolved by giving notice and the second clause provides that the pship may be
dissolved by the court.
Held: A notice of dissolution would be ineffective to dissolve the pship having regard to the fact
that there is in existence an agreement which has otherwise provided for a means of
terminating the pp.

Moss v Elphick
Fact: In 1907, the plf and def entered into a pp of tobacconist. Their partnership agreement
provides that the agreement shall be terminated by mutual agreement only. In 1909, the plf
gave a notice to dissolve the firm to def but the def contended that the notice was not effective
as the pp agreement provides that pp shall only be terminated by mutual consent.
Held: Where no fixed term has been agreed for duration of the pp, it should be determined
according to the agreement, I.e. only by mutual agreement.

*** Notice was invalid, Sec 26(1) was inapplicable. Because according to the partnership deed
termination could be by mutual arrangement only.

Partnership can be dissolve after a notice has been given to the public at large