Also known as: partnerships at will · at-will partnership · at will partnership
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. Dissolution occurs when the partnership receives notice of a partner's express will to withdraw, effective on the date specified in the notice if later than receipt.
Philip Powell and Penelope Price operate a boutique as a partnership at will. Philip mails Penelope a certified letter stating his express will to withdraw effective at the end of the current lease nine months later. Penelope receives the letter and continues operations while entering a long-term supply contract. The partnership dissolves on the lease expiration date specified in the notice.
Priscilla Parks and Paula Pierce contribute capital to a linen supply business that loses money for several years. Priscilla claims an oral understanding created a definite term tied to repaying debts from profits. Paula maintains no such agreement existed and the business remains at will. The court examines the absence of any express term or particular undertaking and classifies the arrangement as a partnership at will.
Select any source to read its text and confirm it supports the definition.
A partner withdraws by giving the partnership notice of express will to withdraw. Dissolution occurs on the date of notice or any later date the partner specifies in the notice.
Continued work after notice does not override the specified withdrawal date. The statute gives effect to the express will stated in the notice even if the withdrawing partner assists during the transition.
Withdrawal from a partnership at will is not wrongful. Wrongful dissociation arises only in term partnerships or particular undertakings when a partner leaves early without meeting statutory exceptions.
Absence of any agreement fixing a definite term or particular undertaking establishes at-will status. Oral understandings about repaying debts from profits do not create a term when the partners never discussed continuation in the event of losses.
…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…