Case: Akakpo v Soli (1968)

Facts: Section 39 (7) of the Incorporated Private Partnerships Act, 1962 (Act 152), provides that:

"37. (7) Subject to any agreement between the partners, if the partnership is for an undefined

term or has become a partnership at will in accordance with section 36 of this Act, a partner may

at any time retire from the firm by giving notice in writing to the other partners of his intention to

retire, and thereupon such partner shall cease to be a partner in the firm as from the date

mentioned in the notice as the date of retirement or, if no date is so mentioned, as from the date

of the communication of the notice."

By a letter dated 18 February 1966, addressed to the manager of their partnership firm the second

defendant informed the management of his, and the third defendant's immediate retirement as

partners.  The manager replied that their "application" was under consideration.  However, by

another letter dated 12 January 1967 the second and third defendants withdrew their letter dated

18 February 1966.  The conduct of the remaining partners however showed that they considered

the letter dated 18 February 1966 to be of no effect and continued the partnership accordingly.  A

dispute later arose and the plaintiff, one of the partners, obtained an order of the High Court

directing the defendants to submit themselves to arbitration in accordance with the partnership

agreement.  An arbitrator was appointed and he stated a case to the High Court upon a

submission on behalf of the first defendant that by their letter dated 18 February 1966 the second

and third defendants ceased as from that date to be partners as the said letter could not be

recalled.

Held: one of the points of difference between the English Partnership Act, 1890 (53 & 54 Vict.,

c. 39), and the Incorporated Private Partnerships Act, 1962 (Act 152), was that whereas the
partner in England who insisted on retiring against the will of his  co-partners must be in a

position to dissolve the partnership, the latter Act was designed to avoid this result. Section 39

(7) operated in the manner contended on behalf of the first defendant only if a retiring partner

insisted on his decision to retire despite all efforts by the others to change his mind if they were

of persuasion that [p.268] he should stay.  So that whatever the views of the remaining partners

and however much they wished their retiring partner to stay, if he said that there would not, there

could not be said to be agreement among the partners that the partnership should continue as it

had been.  Then according to the law, the retirement dated from the date of the notice. Upon a

consideration of the whole matter in the instant case, the equities were against the first

defendant.  It would be wrong to interpret the law as she wanted it. The conduct of the partners

after the letter of 18 February 1966 overwhelmingly favoured the view that that letter was treated

by consent by all of them as of no effect. 

In this case, I am of the opinion that although the defendants submitted their letter relating to

their retirement, the fact that they remained partners and their fellow partners showed no concern

could mean that they considered the letter dated 18 February 1966 to be of no effect and

continued the partnership accordingly. This could be that the defendants revisited their decision

to retire and concluded that they would still remain partners since the manager said their

application was under consideration an has not been approved yet.

In my opinion the defendants may have reconsidered their decision to retire on the basis that

their application was under consideration and the manager might have talked them out of their

decision to retire which in this case could be the reason for writing the second letter to retreat

their decision.
In conclusion, I would say that since the other partners did not give their consent to the letter

dated 18 February 1966 meant that it was of no effect and that the second and third defendants

are still partners.