CSR and Social Governance · Partnership Firms

Partnership at Will and Particular Partnership Explained

Updated 11 October 2026 · Fact-checked

A partnership at will (Section 7) has no contract term on its duration or on how it ends. A particular partnership (Section 8) is formed for specific adventures or undertakings. A fixed-term partnership runs for an agreed period. Identify the kind from the contract, then apply the dissolution and rights rules for that kind.

Understand Kinds of Partnership: At Will and Particular

A partnership is the relation between persons who have agreed to share the profits of a business carried on by all or any of them acting for all (Section 4). The Act does not list kinds of partnership in one place. It describes them through Sections 7 and 8 and through the dissolution rules in Sections 42 and 43. The kind depends on what the partners agreed about duration.

A partnership at will is one where the contract makes no provision for the duration of the partnership or for its determination (Section 7). Both gaps must exist. If the partners fixed a term, or laid down how the firm will end, it is not at will. Think of two friends who start a trading firm and say nothing about how long it will run or how it will close. That firm is at will.

A particular partnership arises when a person becomes a partner with another in particular adventures or undertakings (Section 8). The firm is tied to a project, such as buying and selling a single consignment or building one housing block. When the project is completed, the firm is dissolved, subject to contract (Section 42(b)).

A fixed-term partnership is one constituted for an agreed period. It is dissolved by expiry of that term, subject to contract (Section 42(a)). Sections 7 and 8 do not define it, but you need it for comparison. If such a firm keeps trading after the term ends, the partners' mutual rights and duties stay the same, so far as consistent with a partnership at will (Section 17(b)). So the firm becomes a partnership at will in effect.

Why this matters: the kind decides how the firm can end. In a partnership at will, any partner can dissolve it by written notice to all the other partners (Section 43). In the other two kinds, the firm ends on expiry or completion, or through the other modes in the Act. Retirement also differs. A partner can retire from an at-will firm by written notice to all the other partners (Section 32(1)(c)).

Key rules to remember

Partnership at will: No contract provision on duration AND no provision on determination → partnership at will (Section 7); Both silences are needed. A term or a stated mode of ending takes the firm out of Section 7.
Particular partnership: Partners join in particular adventures or undertakings (Section 8); Ends on completion of the adventure or undertaking, subject to contract (Section 42(b)).
Fixed-term partnership: Constituted for a fixed term → dissolved by expiry of that term, subject to contract (Section 42(a)); Death or insolvency of a partner can also dissolve it unless the contract says otherwise (Section 42(c), (d)).
Continuing after expiry of term: Business continues after term → same mutual rights and duties, so far as consistent with partnership at will (Section 17(b)); Subject to contract between the partners.
Other undertakings: Particular firm takes up other undertakings → same rights and duties as for the original ones (Section 17(c)); Subject to contract between the partners.
Dissolution of at-will firm: Written notice to all other partners; effective on the date stated, or if none, on communication of notice (Section 43); Oral notice or notice to only some partners is not enough.
Retirement from at-will firm: Written notice to all other partners (Section 32(1)(c)); Other modes: consent of all partners or an express agreement.

How to solve Kinds of Partnership: At Will and Particular questions

Use this method for any question that asks you to classify a partnership or state its consequences.

1Read the facts and find what the partners agreed about duration and about how the firm ends.
2Test for Section 7: if the contract is silent on both duration and determination, call it a partnership at will.
3Test for Section 8: if the partners joined for particular adventures or undertakings, call it a particular partnership.
4If a period was fixed, call it a fixed-term partnership and note the expiry rule in Section 42(a).
5Check whether the facts show a change: business continuing after the term, or new undertakings taken up. Apply Section 17(b) or 17(c).
6Apply the consequence asked: dissolution (Sections 42 and 43), retirement (Section 32) or premium (Section 51).
7Remember 'subject to contract' and say whether the partners' agreement changes the result.
8Write the conclusion in one line, naming the kind and the section.

Quickest way: Three-question classifier

When to use it: Use it when a short question gives a few lines of facts and asks what kind of partnership it is.

Ask: was a term fixed? If yes, fixed-term.
Ask: was it for a specific project? If yes, particular partnership.
If neither and no mode of ending was agreed, it is at will.
Add the one-line consequence: written notice for at will, completion for particular, expiry for fixed term.

Common mistakes in Kinds of Partnership: At Will and Particular

Calling a firm at will just because the contract states no duration.
Students forget that Section 7 also requires silence on how the partnership is determined.
Fix: Check both limbs: duration and determination. If the contract says how the firm ends, it is not at will.
Treating a particular partnership as one for a fixed time.
Both end by an event that can be foreseen.
Fix: A particular partnership is tied to an adventure or undertaking, not to a calendar period. Fixed term ends by expiry; particular ends by completion.
Saying oral or partial notice dissolves an at-will firm.
Students remember 'notice' but not its form.
Fix: Section 43 needs notice in writing to all the other partners.
Forgetting the date rule for dissolution by notice.
Students stop at 'notice dissolves the firm'.
Fix: State that the firm is dissolved from the date named in the notice or, if none, from the date the notice is communicated.
Saying a fixed-term firm ends automatically and nothing else follows if business goes on.
Section 17(b) is skipped.
Fix: If the firm continues after the term, rights and duties stay as before so far as consistent with a partnership at will.
Ignoring the words 'subject to contract'.
Students treat the rules as fixed.
Fix: Sections 17 and 42 yield to the partners' agreement. Check the facts for any contract term.

Worked examples

Example 1

Asha and Bhavin start a firm in Pune to trade in school stationery. Their deed says nothing about how long the firm will run or how it may be ended. After three years Asha wants out of the business and dissolve the firm. State the kind of partnership and the procedure available to her.

Show the solution

The contract makes no provision for duration and none for determination. Both limbs of Section 7 are met.
So the firm is a partnership at will.
Under Section 43(1), any partner may dissolve an at-will firm by giving notice in writing to all the other partners of her intention to dissolve it.
Here Bhavin is the only other partner, so Asha must give him written notice.
Under Section 43(2), the firm is dissolved from the date mentioned in the notice, or if no date is mentioned, from the date the notice is communicated.

Answer: The firm is a partnership at will (Section 7). Asha can dissolve it by written notice to Bhavin; dissolution takes effect from the date stated in the notice or, if none, from its communication (Section 43).

Example 2

Ravi and Sunil agree to buy and sell one consignment of cotton bales and share the profit. After the consignment is sold, they take up a second consignment under no new agreement. Discuss the kind of partnership and the rights of the partners in the second venture.

Show the solution

The partners joined for one specific adventure, the first consignment. This is a particular partnership (Section 8).
Under Section 42(b), subject to contract, a firm formed for an adventure is dissolved by its completion.
They then carried out another adventure. Section 17(c) says that, subject to contract, mutual rights and duties in the other adventure are the same as in the original one.
The facts show no contract saying otherwise, so the profit-sharing and other terms of the first venture apply to the second.

Answer: It is a particular partnership under Section 8. The second consignment is governed by the same mutual rights and duties as the first, under Section 17(c), as there is no contrary contract.

Exam tips

Quote the section number with the rule. Examiners reward Section 7, 8, 17, 42 and 43 used correctly.
In a case question, write the fact, the section, then the conclusion. Keep each part short.
For a 'distinguish' question, use a short comparison on basis, duration, mode of ending and examples.
Always add 'subject to contract' where the section says so.
Do not add unrelated rules such as notice periods or amounts that the Act does not state.

Practice questions from Partnership Firms

Kinds of Partnership: At Will and Particular in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Kinds of Partnership: At Will and Particular: frequently asked questions

What is partnership at will under Section 7?

It is a partnership where the contract makes no provision for the duration of the partnership or for its determination. Any partner can then dissolve it by written notice to all the other partners under Section 43.

What is a particular partnership with an example?

Under Section 8, it is a partnership formed for particular adventures or undertakings. For example, two persons join to build and sell one residential project. The firm is dissolved on completion of the undertaking, subject to contract.

What is the difference between partnership at will and particular partnership?

A partnership at will has no stated duration or mode of ending. A particular partnership is tied to specific adventures or undertakings and ends on their completion, subject to contract. The first can be ended by written notice; the second has its natural end in the project.

What happens when a fixed-term firm continues after its term expires?

Under Section 17(b), the mutual rights and duties of the partners remain as before, so far as they are consistent with a partnership at will. This is subject to any contract between the partners.