Keith v. Mathews, Dinsdale and Clark et al., (1999) 93 O.T.C. 343 (GD)

• Judge: MacPherson, J.
• Court: Ontario Court of Justice General Division (Canada)
• Case Date: March 03, 1999
• Jurisdiction: Ontario
• Citations: (1999), 93 O.T.C. 343 (GD)

Keith v. Mathews, Dinsdale and Clark (1999), 93 O.T.C. 343 (GD)

MLB headnote and full text

Temp. Cite: [1999] O.T.C. TBEd. AP.060

Norman A. Keith (applicant) v. Mathews, Dinsdale And Clark, B. Richard Baldwin, Stephen C. Bernardo, Bruce W. Binning, Mark D. Contini, William S. Cook, Joseph Liberman, Mark D. Mills, Neil A. Ornstein, Robert M. Parry, William G. Phelps, Paula M. Rusak, Walter R. Thornton, Raymond A. Werry and Stephen F. Wilson (respondents)

(99-CV-163666)

Indexed As: Keith v. Mathews, Dinsdale and Clark et al.

Ontario Court of Justice

General Division

MacPherson, J.

April 9, 1999.

Summary:

Keith was a senior partner in the respondent law firm. On October 17, 1998, Keith gave the other partners notice of his withdrawal from the partnership, which he suggested be effective on December 31, 1998. The parties were unable to agree on a date or terms for Keith's withdrawal. On December 17, 1998, Keith sent a notice to the partners advising that pursuant to s. 32(c) of the Partnerships Act, he was giving notice of his intention to dissolve the partnership effective December 31, 1998. Keith applied for an order declaring that the partnership was dissolved as of December 31, 1998.

The Ontario Court (General Division) dismissed the application, holding that Keith could not dissolve the partnership. Section 32 of the Partnerships Act was subject to the partnership agreement which contained provisions which were inconsistent with Keith's attempts to dissolve the partnership. Further, the partnership agreement was not for "an undefined time" within the wording of s. 32(c) of the Act. The court stated that an indefinite period was not necessarily an undefined period.

Partnership - Topic 5009

Relations between partners - Partnership agreement - Term of - See paragraphs 22 to 29.

Partnership - Topic 8043

Dissolution - By notice - Right of partner to give notice to dissolve - See paragraphs 1 to 36.

Cases Noticed:

Walters v. Bingham (1988), 137 N.L.J. 7 (Ch. Div.), refd to. [para. 23].

Moss v. Elphick, [1910] 1 K.B. 846 (C.A.), folld. [para. 24].

Abbott v. Abbott, [1936] 3 All E.R. 823 (Ch. Div.), refd to. [para. 27].

Alvarez v. Daly (1964), 48 W.W.R.(N.S.) 611 (B.C.S.C.), refd to. [para. 27].

Partridge v. Sequin, [1991] O.J. No. 1355 (Gen. Div.), refd to. [para. 27].

Statutes Noticed:

Partnerships Act, R.S.O. 1990, c. P-5, sect. 32(c) [para. 10].

Authors and Works Noticed:

Lindley and Banks on Partnership (17th Ed. 1995), p. 169 [para. 15].

Counsel:

Gavin MacKenzie, for the applicant;

Laurence A. Pattillo, for the respondents.

This application was heard on March 3, 1999, before MacPherson, J., of the Ontario Court (General Division), who released the following decision on April 9, 1999.