Partnership at Will: continuation after a fixed-term deed's expiry creates an implied at-will partnership, precluding registration of the expired instrument.

Where partners continued business after expiry of a written fixed-term partnership deed, the expired instrument ceased to operate and the continuation constituted a new partnership at will arising by implication; only such terms of the old deed as are applicable may be presumed to carry into the implied arrangement. Consequently the expired written instrument was not an operative document capable of registration under the Rules, and registration was refused because the partnership at the time of application rested on the implied post-expiry agreement.

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Issues: Whether a firm whose written partnership deed for a fixed term had expired but whose business was continued by the partners thereafter could be registered under the Rules (Rule 2/Rule 4) as a "registered firm" on the basis of the expired written instrument.

Analysis: The Court examined whether the contractual relation after expiry of the fixed-term deed remained the same operative written instrument or became a new partnership at will arising by implication from the parties' continued dealings. Citing established authorities, the Court noted the legal distinction between a partnership constituted for a fixed term by a written instrument and a subsequent continuation of business after that term which gives rise to a new implied oral agreement. The Court held that, as a matter of law, the original written contract ceases on expiry of its term and the continuing partnership thereafter is governed by the new implied agreement; only such terms of the old instrument as are applicable may be presumed to carry into the new arrangement by implication. Because the written instrument of 31 August 1923 had ceased to operate when the application for registration was made, there was no operative instrument then capable of being registered under the Rules.

Conclusion: Registration refused; the Assessees were not entitled to registration under the Rules because the partnership deed had ceased to be operative when the application was made and the continuing partnership was a partnership at will impliedly constituted after expiry of the written term.

Ratio Decidendi: Where a partnership created by a written instrument for a fixed term is continued after expiry, the relationship thereafter is a new partnership at will arising by implication; the original instrument ceases to operate and cannot be treated as an operative document for statutory registration purposes.

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