Short answer. Yes. Once a fixed-term partnership continues past its term without a new agreement, Article 1785 treats it as a partnership at will "so far as is consistent" with that status. That status carries the at-will right to dissolve — any partner may end it anytime, unlike during the original term when withdrawal without cause was a breach.
What the law says
the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will
Civil Code, Article 1785 — Partnership Continued After Its Term. Read the full provision →
What the law says
is prima facie evidence of a continuation of the partnership
Civil Code, Article 1785 — Partnership Continued After Its Term. Read the full provision →
From a Fixed Term to a Partnership at Will
When a partnership was formed for a fixed term or a particular undertaking, and the partners keep working together after that term or undertaking ends without signing anything new, the law does not treat the partnership as automatically dissolved. Instead, it converts into a partnership at will, and the partners' existing rights and duties carry over "so far as is consistent" with that new status.
The Right That Changes: Dissolving at Will
The most significant difference between the two statuses is the right to walk away. During the fixed term, a partner who withdrew without the consent of the others, and without a valid cause, was liable for damages caused by the premature exit. Once the arrangement becomes a partnership at will, that restriction lifts — any partner may dissolve the partnership at any time simply by expressing that intention, without needing to show cause or wait out a term that no longer exists. This is not a technicality — a partner planning around the security of a multi-year commitment could find the arrangement ended within days once the term lapses and the partners continue informally.
How Continuation Is Proven
The article does not require a formal declaration that the old partnership has become one at will. Simply continuing the business past the term, without any settlement or liquidation of the partnership's affairs, is treated as prima facie evidence that the partners meant to carry on together under the same terms. A partner who disputes that the partnership continued would have to show why the ordinary presumption should not apply.
Why This Matters for Exiting Partners
Partners who assume the old fixed-term contract still binds them past its expiration can be caught off guard when a co-partner invokes the at-will right to dissolve. Anyone continuing a partnership informally past its stated term should recognize that the safety of a fixed commitment period is gone, and any partner, including one who wants out, now holds the power to end the arrangement unilaterally.
Related provisions
- Civil Code, Article 1785 — Partnership Continued After Its Term
- Civil Code, Article 1828 — Dissolution Defined
- Civil Code, Article 1830 — Causes of Dissolution