Section 19 of the Partnership Act 1890 provides:

“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.”

It often happens that during the course of a partnership business the partners’ practices diverge from the strict provisions of the partnership agreement they may have signed some years ago. The question is whether such a practice has had the effect of changing (varying) the terms of the partnership agreement for the future as opposed to on a one-off basis.

In Patel v. Patel [2019] EWHC 298 (Ch), the English High Court found that the dealing of the partners in relation to the allocation of profits did not infer a consent of the partners to vary permanently the written partnership agreement provisions on equal sharing.

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