Partnership Act 1932--Sections 14, 39, 42, 46 and 55--Goodwill--Nature of. Legal representatives of a partner--If entitled to share in good-will of a firm continuing after death of a partner.

ACT:
     Partnership  Act  1932--Sections  14, ,	,  	 and
55--Goodwill--Nature of.
     Legal  representatives  of a  partner--If	entitled  to
share  in  good-will of a firm continuing after death  of  a
partner.



HEADNOTE:
     D	who  was one of eight partners in a  firm,  died  on
February  20,  1957.   By  virtue  of  a  provision  in	 the
partnership deed, the business of the firm was continued  by
the  surviving partners.  The respondents, being  the  widow
and  son  of  D commenced an action for an  account  of	 the
partnership  between D and the surviving  partners,  praying
for an order for the payment of the amount determined to  be
due  to D at the time of his death.. A single judge  of	 the
High  Court  passed a preliminary decree directing  that  an
account be taken of the partnership as on February 20, 1957.
A  Division  Bench, in appeal, modified the  decree  holding
that  the respondents were entitled only to interest at 6  %
p.a.  on.  the	amount of D's share in	the  assets  of	 the
partnership, including good-will.
     In	 appeal to this Court it was contended on behalf  of
the appellants that the respondents as legal representatives
of D were not entitled to a share in the value of the  good-
will of the firm because good-will may be taken into account
only  when  there is a dissolution and not  otherwise;	and.
furthermore,  because D had agreed that his interest in	 the
good-will would cease after his death and the business shall
be continued by the _surviving, partners.
     HELD : Dismissing the appeal,
     It	 could	not be held that in interpreting a  deed  of
partnership,  business. whereof, it is stipulated  shall  be
continued  by the surviving I partners after the death of  a
partner,   the	 Court	 will  not  award   to	 the   legal
representatives	 of  the  deceased partner a  share  in	 the
goodwill  in  the absence of an express stipulation  to	 the
contrary.  The good-will of a firm is an. asset of the firm.
In  interpreting  the deed of partnership,  the	 Court	will
insist	upon, some indication that the right to a  share  in
the assets is, by virtue of the agreement that the surviving
partners are entitled to carry on the business on the  death
of  the partner, to be extinguished.  In the -absence  of  a
provision expressly made or clearly implied, the normal rule
that the share of a partner-in the assets devolves upon	 his
legal representatives will apply to the good-will as well as
to other assets. [693 F-H]
     There is no indication in s. 55 of the Partnership	 Act
that goodwill may be taken into account only when there is a
general	  dissolution  of  the	firm,.	and  not  when	 the
reprensentatives  of a partner claim his share in the  firm,
which  by  express  stipulations is  to	 continue  not	with
standing  the death of a partner.  Nor do ss. 39,  and  
of the Act support such a contention.[691 F]
     Hunter  v.	 Dowling,  [18951 2 Ch.	 D.  233;  Smith  v.
Nelson 96 Law Times Reports 313; Bachubai and L. A.  Watkins
v. Shamji Jadowji, I.L.R. 9 Bom. 536; referred to.
Sup.Cl/70-14.
690