Variation by consent of partnership terms - PA 1890 s. 19
Partners may vary mutual rights and duties by unanimous consent, express or implied from conduct. Applies whether terms from agreement or Partnership Act 1890.
The mutual rights and duties of partners, whether ascertained by agreement or defined by this Act, may be varied by the consent of all the partners, and such consent may be either express or inferred from a course of dealing.
Text in force at .
Source: legislation.gov.uk — The National Archives (legislation.gov.uk), reproduced under licence Open Government Licence v3.0.
What it actually says
This section lets partners change their mutual rights and duties by all agreeing. The agreement can be spoken or written (express) or can be shown by how they act over time (inferred from a course of dealing). It does not matter whether the original terms were set out in a partnership agreement or come from the default rules in the Partnership Act 1890. Any change made this way is valid as long as every partner consents.
When it applies
- Two partners agree orally to split profits sixty-forty instead of fifty-fifty, and both start acting on it.
- One partner takes a longer holiday than usual; the others do not object and carry on without him, showing they accept the change.
- All partners start using a new accounting method without formally discussing it, but no one disagrees.
- Partners decide to admit a new task for the firm, and everyone works on it, implying consent to expand the business.
What this section does not say
- A single partner cannot use this section to change terms on their own; all must agree.
- This section does not cover expelling a partner (that is dealt with under section 25).
- It does not cover the formal dissolution of a partnership (dealt with elsewhere in the Act).
- It does not require a written document – an oral or inferred agreement is enough, contrary to what some believe.
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This page reproduces the text of PA 1890 s. 19 in force at the date shown and explains it in general terms. It is not legal advice and takes no account of the circumstances of your case, which can change the answer completely. For a live dispute, for limitation periods, and before taking any step in court, consult a qualified lawyer in England and Wales.