Also known as: at will partnership · at-will partnerships · partnership at will
Written by attorneys · grounded in primary & secondary sources — see below
A partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
Aisha Ahmed and Austin Abbott formed an at-will partnership to operate a delivery service with no written agreement fixing duration. Aisha sent Austin a certified letter stating her express will to withdraw immediately. Upon Austin's receipt of the letter the partnership dissolved by operation of law and the business shifted to winding up its affairs.
Amelia Amari and Adam Anderson began a linen-supply business with no agreement specifying duration. After years of operation Amelia sought to end the venture. Adam claimed the partnership was for a term because profits were to repay equipment loans. The court examined the evidence and determined the arrangement was at will because no definite term or particular undertaking had been agreed upon.
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A partner dissociates by giving the partnership notice of an express will to withdraw. Dissociation occurs on the date of notice unless the partner specifies a later date, in which case dissociation takes effect on that later date.
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The partnership dissolves and its business must be wound up once the partnership receives notice of the partner's express will to withdraw. The remaining partners cannot unilaterally continue the original partnership against the withdrawing partner's will.
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An at-will partnership has no agreed definite term or particular undertaking, so any partner may withdraw by express will and compel dissolution. A term partnership exists for a fixed period or project, and early withdrawal by express will is usually wrongful and exposes the partner to damages.
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Death dissociates the deceased partner. In an at-will partnership the remaining partners may then vote to wind up the business, which triggers dissolution and winding up rather than automatic continuation.
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…for the continuance of said partnership, nor upon any particular undertaking to be accomplished; that the said partnership was a partnership at will.” From this finding the court concluded that plaintiff was entitled to a dissolution under section 2425, subdivision (1) (b), of the Civil Code. The court further found that the parties…