Changing the nature of a partnership business needs every partner's consent (Partnership Act 1890 s.24(8))
Amara, Ben, Chloe and Dev have run a vegan catering business together as a general partnership since 2022. They have no written partnership agreement and have never agreed anything about how decisions are made. In March 2026 Amara, Ben and Chloe vote to close the catering side and turn the firm into a wedding and events venue business, using the partnership's kitchen premises as a function hall. Dev objects strongly and refuses to agree. The other three say that, as a clear majority, they are entitled to go ahead.
Which of the following best describes the legal position on the proposed change?
Choose one answer to see the reasoning.
Worked answer
Correct answer C: The change cannot be made without Dev's consent, as a change in the nature of the business needs the consent of all existing partners.
THE RULE TO REMEMBER
Absent contrary agreement, ordinary partnership matters are decided by majority, but a change in the nature of the business needs the consent of all existing partners (PA 1890 s.24(8)).
Changing the nature of a partnership business needs every partner's consent (Partnership Act 1890 s.24(8))
With no partnership agreement, the default rules in s.24 of the Partnership Act 1890 govern the partners' rights and duties. Section 24(8) provides that any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners, "but no change may be made in the nature of the partnership business without the consent of all existing partners". Turning a catering business into a wedding and events venue is a change in the nature of the business, not an ordinary matter, so it needs unanimous consent. Dev's refusal therefore blocks it.
Why A is wrong: majority rule under s.24(8) covers only ordinary matters; a change in the nature of the business needs the consent of all existing partners.
Why B is wrong: a 75% threshold is a company law concept (special resolutions); the Partnership Act 1890 contains no capital-weighted voting rule for this decision.
Why D is wrong: the unanimity requirement in s.24(8) does not depend on how much capital a partner contributed; every existing partner's consent is required.
Why E is wrong: under s.25 no majority of the partners can expel a partner unless a power to do so has been conferred by express agreement, and there is none here.
That's today's practice done. Another featured question tomorrow.
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