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INTRODUCTION
Meaning
When the relation between all the partners of the firm comes to an end, this is called
dissolution of the firm. Section 39 of the Indian Partnership Act, provides that the
dissolution of the partnership between all the partners of a firm is called the dissolution of a
firm. It implies the complete break down of the relation of partnership between all the
partners.
2. Compulsory Dissolution (Sec.41):- In case, any of the following events take place then it becomes
compulsory for the firm to dissolute:
(i) Insolvency of Partners
In case all the partners or all the partners except one become insolvent.
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view appears to be that the firm will not dissolve as to the other legitimate businesses unless all of
them are so inter connected that stoppage of one would paralyze the others e.g. A and B charter a
ship to go to foreign port and receive a cargo on the joint venture. War breaks out between England
and the country where the port is situated before the ship arrives at the port, and continues until
after the time appointed for loading. The partnership between A and B is dissolved
3. Dissolution on the happening of contingent event (S.42) A firm may be dissolved on the
happening of any of the following contingent event
(i) Expiry of Fixed Period
A firm constituted for a term is of course not exempt from dissolution by any of the other possible
cause before the expiration of the term. The contract may expressly provide that the partnership will
determine in certain circumstances but even if there is no such express term, an implied term as to
when the partnership will determine may be gathered from the contract and the nature of the
business. The provision of this section make it clear that unless some contract between the partners
to the contrary is proved, the firm, if constituted for a fixed term would be dissolved by the expiry of
that term.
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On the application of any of the partner, court may order for the dissolution of the firm if a partner
has become of an unsound mind. Lunacy of a partner does not itself dissolve the partnership but it
will be a ground for dissolution at the instance of other partners. It is not necessary that the lunacy
should be permanent. In the case of a dormant partner the court may not order dissolution even on
the ground of permanent insanity, except in special circumstances.
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time of the dissolution, but not otherwise:
PROVIDED that the firm is in no case bound by the acts of a partner who has been adjudicated
insolvent; but this proviso does not affect the liability of any person who has after the adjudication
represented himself or knowingly permitted himself to be represented as a partner of the insolvent.
Mode of settlement of accounts between partners (S.48)In settling the accounts of a firm after
dissolution, the following rules shall, subject to agreement by the partners, be observed-
When a partnership is dissolved, and after the debts to the third parties have been paid and
advances made by a partner have been repaid, the assets are insufficient to repay each partner his
capital in full, any deficiencies must be borne by the partners in the same proportion as the profits
would have been divided
In after the above payments are made, there is surplus, that surplus is to be divided in the
proportion.
Nowell v. Nowell in this case A and B trade as partners and it is agreed that profits should be shared
and losses borne equally. On dissolution it is found that A has advanced more capital than B to the
extent of Rs.1900. the net assets were only Rs.1400. there is thus a deficiency of capital to the extent
of Rs500. Under sub section(a) both the partners must contribute in the proportion in which they
have agreed to share profits that is equally. Therefore B should pay to A sum of Rs 250.
Proviso Where on dissolution a partner has bought the goodwill of the firm, he may use the firm
name even before the affairs of the partnership have been completely wound up. Clements v. Hall In
this case A and B carry on business in partnership. The firm holds leasehold for the purpose of the
business. A dies.before the affairs of the firm are completely wound up, the lease expires and B
renews it. The renewed property is partnership property.
Alder v. Fouracare. In this case A,B and C are partners. A agrees to take a lease in his own name, but
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in fact fact partnership purpose, and dies before the lease is executed. The representative of A cant
deal with lease without the permission of B and C
(b) the dissolution is in pursuance of an agreement containing no provision for the return of the
premium or any part of it.
Airey vs. Barbam in this case A and B entered into a partnership for five years. A paid premium to B.
The partnership was dissolved with into two years as a result of mutual disagreement due to As
failure to devote time to business as agreed. It was held that no part of premium was payable
because the dissolution has been caused by the misconduct on the part of A
Atwood v. Maude In this case A and B entered as solicitors for a term of seven years.A paying a
premium of Rs.800.B before entering into the partnership know that A was inexperienced and
incompetent. After the expiration of two years B complained that As incompleteness was injuries to
business and called him to dissolve the partnership. A thereupon filed a suit for repayment of
proportionate premium. A succeed.
Pease v. Hewitt In this case A and B become partners for 10years. A paying B a premium of Rs1000. A
quarrel occurs at rhe end of eight years, both parties being in the wrong and dissolution is decreed.
A is entitled to a return of Rs.200.
(a) Lien on surplus assets- He has a right of lien on the surplus assets which are left after the debts of
the firm have been paid. The right can be used with regard to sums paid by him for purchasing share
in the firm or for the capital contributed by him.
(b) Right of subrogation- The partner who is rescinding a contract has a right to become creditor of
the firm for the payments which he makes out of his personal assets to payoff the debts of the firm
(c) Right to be indemnified- The partner rescinding the contract has a right to be indemnified by the
partner or partners guilty of the fraud or misrepresentation against all the debts of the firm.
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Proviso Where on dissolution a partner has bought the goodwill of the firm, he may use the firm
name even before the affairs of the partnership have been completely wound up.
(2) Rights of buyer and seller of goodwill-Where the goodwill of a firm is sold after dissolution, a
partner may carry on a business competing with that of the buyer and he may advertise such
business, but, subject to agreement between him and the buyer, he may not-
(c) solicit the custom of persons who were dealing with the firm before its dissolution.
(3) Agreement in restraint of tradeAny partner may, upon the sale of the goodwill of a firm, make
an agreement with the buyer that such partner will not carry on any business similar to that of the
firm within a specified period or within specified local limits and, notwithstanding anything
contained in section 27 of the Indian Contract Act, 1872 (9 of 1872), such agreement shall be valid if
the restrictions imposed are reasonable.
Curt Brothers Ltd. V. Webster in this case A sells the goodwill of his business to B and sets up a new
business. X who remains customer of the old firm deals his own accord with the new firm set by A. A
is not entitled to solicit even such a customer as X, though if X continues to deal with A of his own
accord, A would be entitled to deal with him.
Dissolution of a Firm
A firm may be dissolved in the following manner
1. Dissolution by Court
2. Dissolution by agreement
3. Dissolution by operation of law
4. Dissolution on the happening of certain contingencies
5. Dissolution by notice
Dissolution by Court
The court may dissolve a firm at the suit of any partners on any of the following grounds namely :
a. Insanity of a Partner: that a partner has become of unsound mind. The insanity of a partner
does not ipso facto dissolve the firm and the next friend or continuing partners has to file suit
foe dissolution.
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b. Permanent Incapacity of a Partner: that a partner has become permanently incapable of
performing his duties as partner.
c. Conduct Affecting Prejudicially The Business: that a partner is guilty of conduct, which is
likely to affect prejudicially the carrying on the business of the firm.
d. Breach of Partnership Agreement: that a partner willfully or persistently commits breach of
agreements relating to the management of the affairs of the firm or the conduct of it - s
business or otherwise conducts himself in matters relating to the business, that it is not reasonably
practical for the other partners to carry on the business with him.
e. Transfer of Interest of a Partner : that a partner has in any way transferred the whole of his
interest in the firm to a third party.
f. Loss: that the business of the firm cannot be carried on save at a loss
g. Just And Equitable : on any other ground that renders it just an equitable that the firm
should be dissolved.
Dissolution by Agreement
A firm may be dissolved with the consent of all the partners or in accordance with the contract
between the partners. The partnership agreement may contain a proviso that the firm will be dissolved
on the happening of certain contingency.
CONCLUSION
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patented by New York University and licensed exclusively to Johnson & Johnson's Centocor
division
REFERENCES
http://www.manupatrafast.com/articles/PopOpenArticle.aspx?ID=bc6219eb-2a06-4528-b4eb-
15ef6a3c60b0&txtsearch=Subject:%20contract
http://www.advocatekhoj.com/library/lawareas/partnership/dissolution.php?Title=Partnership
&STitle=Dissolution%20of%20a%20Firm
http://www.legalservicesindia.com/article/article/dissolution-of-partnership-firm-1063-1.html
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http://gradestack.com/CA-CPT/Reconstitution-and/Modes-of-dissolution-of-a/22696-4560-
56234-study-wtw