Indian Partnership Act
Particular Partnership: Section 8
Not every firm is meant to last. Two builders may join for one bridge, two traders for one consignment, three producers for one film. Section 8 recognises this: a person may become a partner with another in particular adventures or undertakings. Everything else about the Act applies to such a firm, with two differences that matter in practice: the venture fixes its duration, so it is not a partnership at will, and the venture limits implied authority. This note explains the section and compares a particular partnership with a general one.
A particular partnership ending on completion, against the continuing line of a general partnership
1. The Provision
§ Section 8 A person may become a partner with another person in particular adventures or undertakings. Adventure: a single commercial speculation, such as importing one consignment, buying and reselling a specific lot of goods, or bidding jointly at an auction. Undertaking: a defined project, such as constructing one building, executing one government contract, or producing one film. Also called a joint venture in commercial usage, though a joint venture may also be structured as a company or an LLP. |
2. It Is a Full Partnership
i. All the incidents apply. Good faith under Section 9, rights and duties under Sections 12 to 17, agency under Sections 18 to 27, and liability under Section 25.
ii. Registration. Such a firm may be registered, and the disabilities of Section 69 apply to it if it is not.
iii. Property. Property brought in or acquired for the venture is property of the firm under Section 14.
3. Duration and Dissolution
Point | The position |
|---|---|
Not a partnership at will | The venture provides the duration, so Section 7 does not apply and no partner can dissolve at pleasure by notice |
Dissolution on completion | Subject to contract between the partners, the firm is dissolved on the completion of the adventure or undertaking: Section 42(b) |
Continuing afterwards | If the partners carry on other business after the venture, the firm may continue, and the rights and duties continue so far as consistent with a partnership at will: Section 17(b) |
Other modes | Dissolution by consent, s. 40; on the death or insolvency of a partner, ss. 42(c) and 42(d), subject to contract; and by the court, s. 44 |
4. Implied Authority Is Narrower
§ Why the scope matters • Section 19 gives a partner implied authority to do acts done to carry on, in the usual way, business of the kind carried on by the firm. • In a particular partnership, the kind of business is the venture itself. An act outside it does not bind the firm. • Illustration. In a firm formed to build one bridge, a partner ordering cement binds the firm; a partner buying a fleet of taxis does not. • Third parties should therefore check the scope of the venture before treating a partner's act as binding. |
5. Particular and General Partnership
Basis | Particular partnership | General partnership |
|---|---|---|
Scope | One adventure or undertaking | A continuing business of a stated kind |
Duration | Until the venture is completed | Indefinite, unless the deed provides otherwise |
At will? | No: the venture fixes the duration | Yes, if no duration or determination is provided |
Implied authority | Confined to the venture | Extends to the ordinary course of the firm's business |
Dissolution | Section 42(b) on completion | By agreement, by notice where at will, or by the court |
Typical use | Joint ventures, single contracts, film production | Shops, trading houses, professional firms |
6. Frequently Asked Questions
What is a particular partnership?
A partnership formed for a particular adventure or undertaking under Section 8, which is dissolved on its completion under Section 42(b), subject to contract.
Is a particular partnership a partnership at will?
No. The venture supplies the duration, so Section 7 does not apply.
Does a partner in a particular partnership have the usual implied authority?
Only within the scope of the venture; acts outside it do not bind the firm under Section 19.
Can partners continue after the venture ends?
Yes, by agreement; the firm then continues, with rights and duties as before so far as consistent with a partnership at will.