Short answer. Yes, but not without consequences. Where no definite term or undertaking was fixed, Article 1830 lets any partner dissolve the partnership by his express will, provided he acts in good faith. Where a term was fixed, he can still leave, but he leaves in contravention of the agreement.
What the law says
By the express will of any partner, who must act in good faith, when no definite term or particular is specified
Civil Code, Article 1830 — Causes of Dissolution. Read the full provision →
What the law says
In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this article, by the express will of any partner at any time
Civil Code, Article 1830 — Causes of Dissolution. Read the full provision →
Two ways out, and the difference matters
Article 1830 sorts the causes of dissolution into those that break the agreement and those that do not. In a partnership at will, dissolution comes By the express will of any partner, who must act in good faith, when no definite term or particular is specified, and that is a clean exit. Where a term or a particular undertaking was agreed, the same article still permits dissolution In contravention of the agreement between the partners, by the express will of any partner at any time. So nobody is trapped. The question is never whether he may leave, but which of these two paragraphs he leaves under.
Leaving does not end the business or the debts
Dissolution is a technical word and it does not mean closure. Article 1828 defines it as the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on of the business, as distinguished from winding it up, and Article 1829 says that on dissolution the partnership is not terminated but continues until the winding up is complete. Article 1835 adds the point that surprises the departing partner most: the dissolution of the partnership does not of itself discharge the existing liability of any partner. Walking out does not shed what he already owes.
The price of a wrongful exit
Article 1837 sets out what follows when dissolution is caused in contravention of the agreement. Each partner who did not cause it wrongfully keeps the ordinary right to have partnership property applied to liabilities and the surplus paid out in cash, and gains a right to damages against the one who did. If they all wish to continue the business in the same name they may do so for the agreed term, on securing payment of the departing partner's interest or posting a bond approved by the court. And in valuing that interest, the article directs that the good-will of the business shall not be considered.
What decides it in your case
Everything turns on the written agreement, so start there and look for a fixed term, a stated undertaking, and any clause on withdrawal or buy-out, since partners may agree their own exit terms. If the real problem is the conduct of a co-partner rather than a wish to leave, Article 1831 offers a different route, allowing a court to decree dissolution on grounds including persistent breach of the agreement or conduct making it not reasonably practicable to carry on the business with him. Give notice in writing either way, and date it.
Cases citing this provision
These Supreme Court decisions cite the provision above. We list them so you can read them yourself; the summaries of what each decided are not ours to give.
- Luzviminda J. Villareal, et al. vs. Donaldo Efren C. Ramirez, et al, G.R. No. 144214, July 14, 2003 — read the decision on LawPhil →
Related provisions
- Civil Code, Article 1830 — Causes of Dissolution
- Civil Code, Article 1829 — Partnership Continues Until Wound Up
- Civil Code, Article 1831 — Judicial Dissolution
- Civil Code, Article 1837 — Rights on Winding Up