A partner-at-will cannot dissolve a partnership with retrospective effect by merely mentioning an anterior date in the notice of dissolution under Section 43 of the Indian Partnership Act, 1932.

JUDGEMENT :- These second appeals three in number, raise a common point. They arise out of suits for dissolution of partnership filed by a partner against his other partners. Two firms are sought to be dissolved in the two actions.

2. The controversy between the parties in these second appeals is extremely limited in scope. It is about the precise date when the partnership, in the case of either firm, became dissolved. The date of dissolution becomes highly important for the purpose of determining questions relating to accounting between the parties. According to the appellant, the partnerships were dissolved on 6-6-1964. The courts below rejected this contention. They held that the firms got dissolved on 5-9-1965. The appellant's endeavour in these second appeals is to get the date of dissolution placed at 6-61964.

3. Exactly when a partnership gets dissolved might be thought to be a question which is predominantly, if not wholly, a question of fact. In this case, however, the question has to be dealt with and determined as one of law, involving, as it does, an application of Section 43 of the Indian Partnership Act, 1932 and the construction of certain notices purporting to bring about the dissolution.

4. The two firms in question in these proceedings were constituted under regular deeds of partnership. It is common ground that the deeds did not contain any article or clause fixing the duration of the partnership. The result was that they were merely - partnerships-at-will. The deeds do not also provide for any particular mode of dissolution or taking accounts. This meant that the matters relating to their dissolution were to be governed wholly by the relevant provisions of the Indian Partnership Act. 1932.

5. Section 43 of the Act provides for a special mode of bringing about dissolution of partnerships-at-will. The Section is in the following terms :

"Where the partnership is at will the firm may be dissolved by any partner giving notice in writing to all the other partners of his intention to dissolve the firm; 2. The firm is dissolved as from the date mentioned in the notice as the date of dissolution or, if no date is so mentioned, as from the date of the communication of the notice."

In the Courts below the appellant relied on two sets of notices issued by him to the other partners as constituting notices of dissolution in terms of Sec. 43. The first was a set of lawyer's notices dated 5-7-1965, identically worded in the case of the two firms. The appellant relied on the following words used by the lawyer in those notices :-

"Our clients and you are running art silk business till it was stopped on 6-6-1964".

The reference to the stoppage of the partnership business on 6-6-1964, was sought to be relied on by the appellant as amounting to giving to the other partners notice of dissolution effective from that date. Both the courts below, however, rejected this construction of the legal notices. I agree with their view. In the law of partnership, stoppage of the partnership business is one thing; dissolution of partnership is quite another.

Carrying on business is, no doubt, the purpose of partnership, and discontinuance of business ordinarily puts an end to the main partnership activity; but it does not, by itself, sunder the legal relationship between the partners. Indeed, there are cases where, even after dissolution, the business may be carried on, if only for the purpose of the mere beneficial winding up of the affairs of the partnership. In the event, the lawyer's notices dated 5-7-1965, on their terms, cannot be regarded as notices of dissolution at all, much less notices dissolving the firms as on

6-6-1964.

6. The appellant then relied on a set of two telegrams which he had issued in this regard to his other partners. Both were sent by teleprinter on 29-12-1965. The telegraphic language was identical in both cases. The appellant underlines the following words as words which brought about the dissolution of the firms