Fixed-term partnership dissolves on expiry absent contrary contract; implied ownership of acquired assets and belated accounts claim failed.

A partnership formed for a fixed term was held to dissolve on expiry of that term because no contrary contract was proved. The surrounding documents and correspondence did not establish any implied agreement that the partners would continue the venture after the lease ended or that the mills acquired later were partnership assets. Post-dissolution authority was limited to winding up unfinished matters and did not keep the firm alive for a fresh claim to accounts. As the suit for rendition of partnership accounts was filed more than three years after the fixed term expired, it was barred by limitation.

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Issues: (i) whether an implied agreement could be inferred that the partnership would continue for acquiring and exploiting the mills after the lease ended, and whether the respondent's acquisition of the mills was for the partnership; (ii) whether the suit for rendition of partnership accounts was within limitation, having regard to the date of dissolution of the firm.

Issue (i): whether an implied agreement could be inferred that the partnership would continue for acquiring and exploiting the mills after the lease ended, and whether the respondent's acquisition of the mills was for the partnership.

Analysis: The partnership deed tied the duration of the firm to the lease and contemplated a fixed term. The surrounding documents, including the later agreement with the first appellant and the correspondence of the parties, did not support an inference that the mills, once acquired, were to be owned or worked by the partners as partnership assets. The material showed at most that the appellants hoped to derive some benefit if the respondent succeeded in acquiring the mills, but it did not establish a binding implied agreement to carry on the business in partnership after acquisition. The claim that the respondent held the mills for the partnership was therefore not made out.

Conclusion: The alleged implied agreement was not proved, and the mills could not be treated as partnership assets on that basis.

Issue (ii): whether the suit for rendition of partnership accounts was within limitation, having regard to the date of dissolution of the firm.

Analysis: Under the partnership deed the firm was constituted for a fixed period, and under the general rule a firm so constituted dissolves on expiry of that term unless a contrary contract is proved. No such contrary contract was established. Even if earlier events had affected the practical working of the venture, the firm could not survive beyond the contractual period of five years. After dissolution, partners may act only to wind up unfinished transactions, and that limited continuance does not keep the firm alive for all purposes. As the suit was filed more than three years after the expiry of the fixed term, the claim for accounts was out of time.

Conclusion: The suit for rendition of accounts was barred by limitation.

Final Conclusion: The partnership did not continue beyond the fixed contractual term, the respondent's acquisition of the mills was not impressed with any partnership obligation, and the suit for accounts was time-barred.

Ratio Decidendi: A partnership constituted for a fixed term stands dissolved on expiry of that term in the absence of a contrary contract, and post-dissolution authority extends only to winding up unfinished partnership matters, not to preserving the firm for a fresh claim to accounts beyond limitation.

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