The terms of a partnership deed can exclude the right of a partner to dissolve the partnership at will.

R. B. MISRA, J.:-The present appeals are directed against the judgment and decree dated 30th October, 1958, passed by the 1st Additional Civil Judge, Agra in a suit for dissolution of partnership, rendition of accounts and for recovery of damages.

2. There was a spinning mill at Hathras in the district of Aligarh, known as Ram Chand Hardeo Dass. This mill was, later on, purchased by

Shroti Lal Bankey Lal and others in execution of a decree No. 217 of 1916 for a sum of Rupees 24,00,000. According to the plaintiffs, the purchasers were short of funds. They, therefore, approached Makhan Lal, grandfather of plaintiff No. 1 and father of Ram Swarup plaintiff No. 2 and persuaded him to become a partner in the said mill on the assurance of prospective profits. Makhan Lal agreed to become a partner and invested a sum of Rs. 2,25,000 out of Rs. 24,00,000, the total sale consideration of the mill. The terms of the partnership were agreed upon in or about November, 1920, and later on, a partnership deed dated 4th April, 1923, incorporating the terms of the partnership was written out at Agra and registered at Hathras. Under the terms of the partnership, Bankey Lal, father of defendants Nos. 3 and 4 and husband of defendant No. 5, and Ganpat Lal, defendant No. 2 were appointed Manager and Assistant Manager respectively of the mill, which was styled as Lalla Mal Hardeon Dass Cotton and Spinning Mill, Hathras and to which a ginning factory and other immovable properties were attached. These two managers were responsible to keep and render correct accounts. Bankey Lal died in January, 1942, and, after his death, Gur Dayal Prasad, defendant No. 1, was appointed as Manager and Ganpat Lal continued to be the Assistant Manager and they were liable for rendering accounts of the partnership for the period during which they acted as Managers. The management of the mill was very unsatisfactory. The Managers did not hold regular meetings, as required by the deed of partnership. The accounts were not subjected for examination and audit nor true balance sheets were prepared nor the stocks of raw and finished materials were included therein. The yarn was sold at a favourable rate fictitiously to their own creatures and resold after making secret profits. The partners personally utilised the mill property without the price being debited in their accounts in utter disregard of Clause 11 of the partnership deed. The Managers were not purchasing cotton for the mill at Agra nor selling the yarn of the mill through the plaintiffs firm and the plaintiffs have thereby been put to heavy loss on account of the wrongful acts for which defendants Nos. 1 to 5 were liable. The Managers and other persons secured the majority of partners to their side by showing them illegal favour. They were not carrying on their duties imposed by law and under the terms of the partnership deed and were acting dishonestly with the sole object of misappropriating to themselves the profits of the mill and making illegal gains. The plaintiffs, fed up with the state of affairs of the mill, had no other alternative but to sever their connection with the mill and a notice dated 14th March, 1944, was served, under Clause 18 of the Partnership Deed, offering to sell their own share to the firm. No resolution was, however, passed on the notice despite its being included in the agenda of the meetings of 31st March, 1944, 16th April, 1944 and 28th May, 1944. On the other hand, to create complications, a supplementary aganda at the instance of certain members was issued on 7th April, 1944, that the mill be sold by public auction. This resolution was passed in the meeting of 28th May, 1944, with a view to causing loss and prejudice to the plaintiffs. The defendants were bound to inform the plaintiffs of their decision as to whether the firm was prepared to purchase the plaintiffs share or not within thirty days but the plaintiffs got no response. The result was that the price of the share