Those rules are gleaned from the separate UPA provisions governing dissolution and its consequences. Under UPA Section 31(1)(b), dissolution is caused by the express will of any partner when no definite term or particular undertaking is specified. UPA Section 38(1) provides that upon dissolution any partner has the right to have the business wound up. That is a default rule and applies only in the absence of an agreement affording the other partners a right to continue the business.

UPA Section 31(2) provides that a term partnership may be dissolved at any time, in contravention of the partnership agreement, by the express will of any partner. In that case, however, UPA Section 38(2)(b) provides that the nonbreaching partners may by unanimous consent continue the business. If the business is continued, they must buy out the breaching partner.

4. Section 801(1) provides that a partnership at will is dissolved and its business must be wound up upon the partnership's having notice of a partner's express will to withdraw as a partner, unless a later effective date is specified by the partner. A partner at will who has already been dissociated in some other manner, such as a partner who has been expelled, does not thereafter have a right to cause the partnership to be dissolved and its business wound up.

If, after dissolution, none of the partners wants the partnership wound up, Section 802(b) provides that, with the consent of all the partners, including the withdrawing partner, the remaining partners may continue the business. In that event, although there is a technical dissolution of the partnership and, at least in theory, a temporary contraction of the scope of the business, the partnership entity continues and the scope of its business is restored. See Section 802(b) and Comment 2.

5. Section 801(2) provides three ways in which a term partnership may be dissolved before the expiration of the term:

(i) Subsection (2)(i) provides for dissolution after a partner's dissociation by death or otherwise under Section 601(6) to (10) or wrongful dissociation under Section 602(b), if within 90 days after the dissociation at least half of the remaining partners express their will to dissolve the partnership. Thus if a term partnership had six partners and one of the partners dies or wrongfully dissociates before the end of the term, the partnership will, as a result of the dissociation, be dissolved only if three of the remaining five partners affirmatively vote