Neilson v Mossend Iron Co: HL 4 Mar 1886

Where there is a partnership for a term of years, and it is, after the expiration of the term, continued at will, the presumption is that the new partnership is on the terms of the old so far as applicable, but so far only.
A clause in a contract of partnership provided that ‘if within three months before the termination of this contract the whole partners of the company shall not have agreed to carry on the business thereof, any one or more of them who may be desirous of retiring shall be entitled to do so, and shall immediately on the completion of the balance after mentioned be paid out by the partners electing to continue the business his share in the concern as the same shall be ascertained by a balance of the company’s books as at the termination of the contract, to be completed within not more than three months from said termination,’ and it provided for a certain mode of winding-up if the partners wished. The time for which the contract was to run expired, and the business was carried on as a partnership at will. Held ( alt. judgment of First Division) that this provision as to three months from a fixed period, the termination of the original contract, were inapplicable to a partnership-at-will, and therefore that that article was not carried into the partnership-at-will.


Earl of Selborne, Lords Watson, Fitzgerald, and Ashbourne


[1886] UKHL 867, 23 SLR 867, (1886)13 R (HL) 50






Updated: 04 July 2022; Ref: scu.637730