JUDGMENT A.P. Sen, J. 1. This is an appeal from a judgment of the II Additional District Judge, Jabalpur, pronounced on 27th March 1969, dismissing a suit brought by the appellants for a declaration of their alleged share in the profits of a partnership, for its dissolution and accounts. 2. Shortly stated, the facts are these, The respondent Gattulal along with one Babu Jagdeosingh had taken on lease the malguzari forest at Hathibhar from Thakur Lallusingh, the ex-Malguzar of Majhgawan, for a term of five years w.e.f. 28th June 1943, and formed a partnership for that venture which was to expire with the lease. After sometime Jagdeosingh assumed exclusive control of the forest and excluded the respondent from the benefits of the partnership. As a result of this, the respondent by a registered instrument dated 13th July 1944, created the lessor Lallusingh's son Thakur Gulabsingh, the appellant No. 1 herein, to be a sub-partner so far as his share in that partnership was concerned as from that date, presumably with a view to retrieve the forest from the clutches of Jagdeosingh. The instrument of sub-partnership provided, inter alia for two different contingencies under which the rights of the parties had to be worked out. In the first place, in the event of possession of the forest being secured from Jagdeosingh, the parties were to exploit the same in partnership under the name and style of M/s Gulabsingh Gattulal, the profits and losses whereof were to he equally shared by them, Gulabsingh was to be the financial partner and if there was a failure on his part to provide the necessary funds, Gulabsingh would have a right to terminate the partnership (Clause 2). On the other hand, if there was litigation with Jagdeosingh, then, Gulabsingh was to have met the costs of such litigation which were to be settled and borne equally at the final settlement of accounts of their firm M/s Gulabsingh Gattulal (Clause 3). The terms of partnership also provided for a term of five years where after the business of the firm was to be continued a, before, subject to the same conditions, with the consent of the parties (Clause 4). 3. The first contingency never arose because the parties never got possession of the forest from Jagdeosingh who remained in its exclusive enjoyment until the expiry of the Theka. 3. The first contingency never arose because the parties never got possession of the forest from Jagdeosingh who remained in its exclusive enjoyment until the expiry of the Theka. The second contingency, however, was an eventuality which happened. The respondent brought Civil Suit No. 118-A of 1951/22-A of 1951 before the Civil Judge (Class II), Damoh against the aforesaid Jagdeosingh for the dissolution of the main partnership and for rendition of its accounts. That suit turned out to his benefit because it resulted in a final decree for Rs. 2.86,078.62 p. passed by the High Court in Babu Jagdeosingh vs. Gattulal S.A. No. 202 of 1960 decided on the 7th December 1963, arising out of the final decree proceedings. The Supreme Court by its order dated 14th April 1964 declined to grant Jagdeosingh special leave to appeal. On 25th November 1964 the appellant No. 1 transferred half of his interest in the profits to the appellant No. 2 Thakur Surajpal singh under an Ikarnama dated 25th November 1964. Thereafter, the appellant No. 1 Thakur Gulabsingh made a demand by a notice dated 26th November 1964 calling upon the respondent to render an account of the profits with a view to settle the affairs of the sub-partnership. The respondent repudiated his liability by a notice dated 17th December 1964 alleging breach on the part of the appellant No. 1 due to his neglect or failure to perform his part of the contract and alternatively that the sub-partnership having been dissolved in the year 1949, the right to a rendition of its accounts could not now be enforced. On such repudiation both the appellants commenced a suit on 21st January 1965 against the respondent basing their claim on the second contingency in the instrument of sub-partnership viz the decree for Rs. 2,86,078.62 p. obtained by the respondent against Jagdeosingh towards his share of profits. The cause of action, as averred in para 16 of the plaint, accrued on 17th December 1964 when the respondent repudiated his liability. 4. 2,86,078.62 p. obtained by the respondent against Jagdeosingh towards his share of profits. The cause of action, as averred in para 16 of the plaint, accrued on 17th December 1964 when the respondent repudiated his liability. 4. The respondent denied the claim of the appellants alleging that the instrument of sub-partnership was vitiated by fraud, undue influence, coercion mis-representation on the part of the appellant No. 1 Thakur Gulabsingh and his father Thakur Lallusingh; that alternatively, even if the factum of partition was established, the appellant No. 1 had abandoned his rights there under and that even otherwise, the claim was not enforceable by reason of his laches and also the suit was barred by limitation because the cause of action for it, if any, accrued on 28th June 1964 on the expiry of the forest lease or on 13th July 1949 when the sub-partnership stood dissolved by efflux of time. The learned Judge has upheld this defence and non-suited the appellants on the ground that their suit was barred by limitation and also on the ground that the alleged sub-partnership was the out come of fraud practised on the respondent and, therefore, un-enforceable and that, alternatively, the appellant No. 1 had abandoned all his rights to a share of profits in the sub-partnership by his failure to contribute Rs. 251 into capital assets and on account of his refusal to bear the costs of litigation with Jagdeosingh. 5. The questions in this appeal are, firstly, a question of law, as to whether the appellants suit was barred by limitation and secondly, a question of fact, as to whether the contract or partnership was un-enforceable on the ground of fraud or alternatively, on the ground that the appellant No. 1 had abandoned his rights under the contract. 6. So far as the question of law is concerned, the learned Judge has clearly mis-directed himself in assuming that the suit was one for accounts of the profits of a dissolved partnership. The conclusion rests on the following circumstances: (i) The duration of sub-partnership was limited with that of the main partnership. (ii) The sub-partnership being for a single venture i.e., exploitation of the Hathibhar forest, its duration would be co-terminus with that of the forest lease. Both, the partnership which respondent had with Jagdeosingh and their forest lease expired on 27th June 1948. (ii) The sub-partnership being for a single venture i.e., exploitation of the Hathibhar forest, its duration would be co-terminus with that of the forest lease. Both, the partnership which respondent had with Jagdeosingh and their forest lease expired on 27th June 1948. (iii) The parties having themselves stipulated by clause 4 of the agreement for a period of 5 years w.e.f. 13th July 1944, the sub-partnership would stand dissolved by efflux of time on 13th July 1949. In all his premises, the learned Judge is mistaken in law. In the first place, there is no necessary presumption that the duration of a sub-partnership is to be the same as that of the main partnership Frost Vs. Moulton (1856) 111 Revised Reports 215. As stated in Lindley on Partnership, 12th edition, P. 160- "If one of several partners forms a sub-partnership with a stranger, the fact that the principal partnership has been entered into for a certain number of years is no proof that the sub-partnership was intended to last for the same number of years, or for as many of them as were unexpired when the sub-partnership was formed." 7. Secondly, if the sub-partnership was entered into for a single adventure or undertaking then it would last until the completion of that adventure, or under taking under section 42 (b), of the Partnership Act which reads as follows:- "42. Subject to contract between the partners a firm is dissolved- (a) ............................................................................. (b) if constituted to carry out one or more adventures or undertakings, by the completion thereof." The venture in which the sub-partnership was engaged in was certainly not the exploitation of the forest, because the parties were never able to secure its possession from Jagdeosingh. On the other hand, the only venture that remained for the sub-partnership was to enforce its rights by a litigation with Jagdeosingh. If that be so, the adventure or undertaking in which the sub-partnership was engaged in did not complete until the respondent obtained a final decree for Rs. 2,86,078.62 P. against Jagdeosingh in a suit for dissolution of the main partnership and for rendition of accounts thereof. That decree did not attain a finality till their Lordships of the Supreme Court dismissed Jagdeosingh's application for grant of special leave to appeal on 14th July 1964. 2,86,078.62 P. against Jagdeosingh in a suit for dissolution of the main partnership and for rendition of accounts thereof. That decree did not attain a finality till their Lordships of the Supreme Court dismissed Jagdeosingh's application for grant of special leave to appeal on 14th July 1964. Until then, the appellant No. 1 who was only a sub-partner could not have enforced his right to a share of the profits of the sub-partnership under the terms of the instrument of partnership. 8. The nature of a sub-partnership has been tersely stated in Lindley on Partnership, 12th edition, at P. 99, thus: "A sub-partnership is, as it were, a partnership within, partnership: it presupposes the existence of a partnership to which it is itself subordinate." As a necessary corollary, it follows that a sub-partner after the dissolution of the main partnership is entitled to have an account taken to ascertain the share of the partner under whom he claims. The law in India is the same because section 31 of the English Act is identically the same as section 29 of the Partnership Act. The reason for this is that a sub-partner is no partner in the main partnership has no demand against it; has no account in it and he has to be satisfied with a share of profits arising and given to his sub-partner as a partner of the main partnership in his suit for accounts. The right to such share would necessarily accrue in his favour upon a settlement of accounts between the partners in the main firm. 9. No authority has been cited before us to support the view of the learned Judge that the duration of the sub-partnership would be conterminous with that of the forest, lease, even assuming that it was entered into for that single adventure or undertaking. In dealing with that question, Lindley on Partnership observes, at pp. 159-60: "Again, the fact that the partners have, for partnership purposes, taken land on lease for a term of years, is not proof of an agreement that the partnership between them shall subsist for the same period. This has been decided on several occasions, and the reasons are thus given by Lord Elden in Crawshay Vs. 159-60: "Again, the fact that the partners have, for partnership purposes, taken land on lease for a term of years, is not proof of an agreement that the partnership between them shall subsist for the same period. This has been decided on several occasions, and the reasons are thus given by Lord Elden in Crawshay Vs. Maule I Swanst 509, a leading case upon the subject: 'Without doubt, in the absence of express there may be an implied contract as to the duration of a partnership, but I must contradict all authority if I say that whenever there is a partnership, the purchase of leasehold interest of longer or shorter duration, is a circumstance from which it is to be inferred that the partnership shall continue as long as the lease. On that argument the Court, holding that a lease for seven years is proof of partnership for seven years, and a lease of fourteen of a partnership for fourteen years, must hold that if the partners purchase a fee simple, there shall be a partnership for ever. It has been repeatedly decided that interests in land purchased for the purpose of carrying on trade are no more than stock in trade'." A fortiorari, even though the sub-partnership was for a single venture, its duration would not be limited with that of the forest lease, and, therefore, it would not stand dissolved with effect from 27th June 1948. 10. As regards the duration of 5 years stipulated for in clause 4 of the agreement, the learned Judge is not right in its construction. The sub-partnership came into existence w.e.f. 13th July 1944 and if the learned Judge is right in interpreting clause 4, then it would stand dissolved with efflux of time on 12th July 1949 under section 42 (a) of the Partnership Act which reads: "42. Subject to contract between the partners a firm is dissolved- (a) if constituted for a fixed term, by the expiry of that term; On a plain construction of clause 4, it appears that the sub-partnership was to remain for a term of 5 years in the first instance, and after it, its business was to be continued as before subject to the same conditions and with the consent of the sub-partners. The words, ^^blds ckn Hkh^^ in that clause presupposes the intention of the parties to create a partnership at will. The words, ^^blds ckn Hkh^^ in that clause presupposes the intention of the parties to create a partnership at will. Where a partnership entered into for a fixed term is to be continued after the period provided for has expired, it is treated having become a partnership at will and not as having been renewed for any definite period [Lindley on Partnership, 12th edition, p. 160]. That being so, the parties having themselves contemplated that the business of the firm was to be continued even after the expiry of the initial period, it is legitimate to infer that the sub-partnership was not one for a definite duration as contemplated by section 42 (a) of the Partnership Act. Our attention is drawn to the words ^^nksuksa dh jk; ls^^ as controlling the operative part of the stipulation for continuance of the sub-partnership after expiry of the initial period. We are of the view that the words cannot be interpreted to mean that a fresh agreement for continuance of the sub partnership by a written deed was a pre-requisite for its operation. When clause 4 is construed as a whole, the significance of this words ^^nksuksa dh jk; ls^^ would become apparent. 11. Even otherwise, the business of the sub-partnership continued in the legal sense because the venture in which it was engaged in, namely, the litigation with Jagdeosingh had not come to an end and it had, therefore, to be regarded as having become partnership at will. We may, in that connection, refer to the following observations of Lord Phillimore in Sathappa Chetty Vs. Subrahmanyan AIR 1927 PC 70 :- "There is no definite date upon which the defendants can put their fingers successfully as a date at which the partnership was dissolved, and, when their Lordships come to consider the business which lies at the root of the whole matter, it stands in this way. The plaintiff ought at some time or other to recover some moneys from the other parties. If the partnership was put to an end some years ago his rights arose then and either the parties alight at once to have contributed such a sum as would make up to him his share of the loss" or they ought to have in some way disposed of the remaining assets and then met the remainder of the loss by their contributions. But no one at the time suggested this. On the other hand they were entitled to say to the plaintiff. Until all the assets are realised we cannot tell how much we owe to you, and we claim not to pay you anything until all the assets are realized." 12. We venture to say, following this decision, that the appellant No. 1 could not have brought a suit of this nature until there was a final decree in the suit for accounts filed by the respondent. If such a suit was instituted, the respondent would have pleaded that until there was a final settlement of the accounts in the main partnership, he could not say how much he owed to him and upon that basis, would have successfully defeated such a suit by urging that there was no present liability to pay anything until his own share of profits was finally ascertained and determined Nor would the sub-partnership stand automatically dissolved by the alleged neglect or failure on the part of the appellant No. 1 to perform the duties undertaken by him [Krishnamachariar Vs Shankara Sah 25 CWN 314 (PC) and Moung Tha Muvin Vs. Mah Thein Myah ILR 28 Cal. 53 (PC)]. As their Lordships of the Privy Council have laid down, the fact that the appellant No. 1 has deliberately withheld his obligations under the contract, does not ipso facto terminate the partnership but is a circumstance to be taken into consideration at the stage of final settlement of accounts. The partners of a firm hold a fiduciary relationship as regards their interests inter se in the partnership property. On a dissolution of partnership, an outgoing partner has a right to receive payment of his profits, profits which were his before dissolution and did not cease to be his on dissolution [See, Commissioner of Income-tax Vs. Muthukaruppan Chettiar AIR 1935 PC 117). His share of profits cannot, however, be determined without following the rules laid down in section 48 of the Partnership Act. The respondent cannot, therefore, appropriate to himself the proceeds of the decree which must be regarded as the profits of the sub-partners. 13. On the facts, we are unable to agree with any of the findings reached by the learned Judge. The respondent cannot, therefore, appropriate to himself the proceeds of the decree which must be regarded as the profits of the sub-partners. 13. On the facts, we are unable to agree with any of the findings reached by the learned Judge. While he rightly holds that the agreement between the parties is not vitiated by any misrepresentation, undue influence or coercion on the part of Thakur Lallusingh or his son Thakur Gulabsingh, he has erred in referring fraud. He finds that the respondent was induced to enter into the contract of sub-partnership on the faith of a fraudulent misrepresentation made by Thakur Lallusingh that he would render financial help to him in getting back possession of the forest from Jagdeosingh and also in fighting out a litigation for that purpose. He further finds that Thakur Lallusingh never had the intention of performing these promises and hence his act in giving false assurance constituted fraud. The learned Judge obviously had in mind section 17 (3) of the Contract Act, which reads as follows :- "17. "Fraud" means and includes any of the following acts committed by a party to a contract, or with his connivance, or by his agent, with intent to deceive another party thereto or his agent, or to induce him to enter into the contract :- (1) …… …… …… ……… ……… ……… ……… (2)…… .…… …… ……… ……… ……… ……… …… (3) a promise made without any intention of performing it;". 14. We are afraid that the fraud alleged has not been proved. General allegations of fraud, however strong, are insufficient even to amount to an averment of fraud of which any Court ought to take notice. Now, the only allegation of fraud in Para 2 (V) of the written statement is, as follows:- "2(v). That the said Lallu Singh offered that he would also give all funds needed to work out the forest and will provide this defendant with all necessary funds to fight out against the said Baboo Jagdeo Singh to get possession of the forest. This was an act of fraud on the part of the said Lallu Singh and the plaintiff No. 1 who in fact never meant to provide funds. This was only a ruse. They both did not provide this defendant with funds. This was an act of fraud on the part of the said Lallu Singh and the plaintiff No. 1 who in fact never meant to provide funds. This was only a ruse. They both did not provide this defendant with funds. On the contrary, the said Lallu Singh joined hands with Baboo Jagdeo Singh against this defendant." The burden of proving this allegation lay upon the respondent who sought to impeach the transaction. There is nothing on record to establish that Thakur Lallusingh gave a false assurance of help with no intention of keeping his promise. D.W.1 Gattulal admits that he had taken no steps for getting back possession of the forest. Nor had he served a notice on Thakur Lallusingh to provide him with the necessary funds to institute a suit for possession. Our attention is, however, drawn to the letter dated 1st September 1944, written by the appellant No. 1 complaining that the respondent did not provide financial help in paying off Jagdeosingh. It is urged that although the appellant No. 1 was to be the financing partner, he was instead asking the respondent for financial help to payoff Jagdeosingh. The letter only shows that efforts were being made for a settlement with Jagdeosingh who was prepared to give up all his rights in the forest on recoupment of his investments. The efforts at a settlement eventually failed for want of a financier, perhaps because none was forthcoming. The document does not give rise to an inference that Thakur Lallusingh made any false promises or that at the very inception he never had the intention of keeping them. On the contrary, it re-asserts the appellant No. 1’s willingness to the taking of all necessary steps for the recovery of the forest, ^^eqdnek pkyw djks ;k rlfQ;k] eSa rS;kj gw¡^^ . The document relied upon is not susceptible of the construction suggested. Apart from this letter, there are no other circumstances indicating either that Thakur Lallusingh had made any false promises or that he had no intention of keeping them. 15. The letters written by Thakur Lallusingh asking for the respondent's help in retrieving the forest from Jagdeosingh were followed by the execution of the Chithi dated 5th July 1944 and the instrument of partnership dated 13th July 1944 embodying the terms of sub-partnership. 15. The letters written by Thakur Lallusingh asking for the respondent's help in retrieving the forest from Jagdeosingh were followed by the execution of the Chithi dated 5th July 1944 and the instrument of partnership dated 13th July 1944 embodying the terms of sub-partnership. The Chithi was scribed by one Motilal Jain whom the respondent brought with him from Guna. That circumstance alone is clearly indicative that the Chithi was executed by him of his own free will. The instrument of partnership was scribed by the respondent himself and thereafter it was duly registered. It stands to reason that if there was some kind of fraud he would have repudiated the transaction rather than proceed to execute a registered deed of partnership. The other circumstance which has influenced the mind of the learned Judge is that the appellant No. 1 has failed to prove payment of Rs. 251 as his contribution, towards the capital of the sub-partnership, by wrongly placing the burden on him to show that the payment had actually been made. When the Chithi dated 5th July 1944 executed by the respondent contained a clear acknowledgment of such payment, the burden was on him to disprove the fact Another aspect which has weighed with learned Judge is the statement of Thakur Lallusingh in the respondent's suit against Jagdeosingh Hating that he was not aware of the existence of a partnership D.W.1 Gattulal has admitted that Thakur Lallusingh was not present at tarsi at the time when the agreement for partnership with Jagdeosingh was entered into. It may be that Thakur Lallusingh for that reason, not having any personal knowledge as regards the true nature of their relationship, did not want to depose to a fact the truth of which he was not in a position to avow, keeping in view the circumstance that Jagdeosingh had brought a suit alleging that the respondent was merely his servant. Apart from this, even if we assume that Thakur Lallusingh was for certain ulterior reason for his own, trying to the line with Jagdeosingh that would not affect the right which appellant No. 1 had under the instrument of partnership. 16. We may briefly notice that D.W.1 Gattulal tries to assert that he was a servant of Jagdeosing drawing a salary of Rs. 100. 16. We may briefly notice that D.W.1 Gattulal tries to assert that he was a servant of Jagdeosing drawing a salary of Rs. 100. This assertion was obviously made with a view to defeat the claim on the ground that there was no partnership with Jagdeosingh, despite his having obtained a decree of Rs. 2,86,078 62 p. on the basis of such partnership. Such a person could not be easily misled nor be dominated by the will of another or be induced to enter into a transaction of this nature, on the faith of any assurances. He entered into the contract of sub-partnership with his eyes open and cannot avoid his obligations there under, by making general allegations of fraud, when there is nothing to substantiate it. We are, therefore, unable to support the finding that the fraud of the kind alleged has been established. 17. It is well settled that the plea of abandonment must be proved by one who sets it up by unimpeachable evidence. The learned Judge has held that the appellant No. 1 had abandoned his rights, relying on the testimony of D.W.2 Sunderlal Naik; D.W.3 Gourishankar and D.W.4 Amansingh who allege that he along with his father met the respondent at the shop of Sunderlal Naik and said that he would not finance the litigation or have anything to do with it. The learned Judge says that these persons are independent witnesses who had no reason to falsely depose in favour of the respondent. The prodigious memory of these witnesses who try to establish an event which had occurred some 25 years before, has only to be matched with the credulity of the learned Judge in accepting their testimony to be true. We have gone through their evidence and have no hesitation in rejecting the same as wholly un-worthy of credence. 18. It is a matter of inference to be drawn from the facts of each particular case whether or not there has been abandonment or loss of rights by laches. So far as the law is concerned, there is no difficulty in accepting the principle that the equitable relief of dissolution of partnership and its accounts may be defeated on the ground of abandonment or laches. Lindley on Partnership, 12th edition, at pp. 499-500, states:- "Independently of the Statutes of Limitation, a plaintiff may be precluded by his own laches from obtaining equitable relief. Lindley on Partnership, 12th edition, at pp. 499-500, states:- "Independently of the Statutes of Limitation, a plaintiff may be precluded by his own laches from obtaining equitable relief. Laches presupposes not only lapse of time but also the existence of circumstances which render it unjust to give relief to the plaintiff; and unless reasonable vigilance is shown in the prosecution of a claim to equitable relief, the Court, acting on the maxim vigilantibus non dormiembus subvenium leges, will decline to interfere." "The doctrine of laches is of great importance where persons have agreed to become partners and one of them has unfairly left the other to do all the work, and then, there being a profit, comes forward and claims a share of it. In such cases as these, the plaintiff's conduct lays him open to the remark that nothing would have been heard of him had the joint adventure ended in loss instead of gain; and a Court will not aid those who can be shown to have remained quiet in the hope of being able to evade responsibility in case of loss, but of being able to claim a share of gain in case of ultimate success." Each case must depend on its particular facts. So, in Moung Tha Vs. Mah Thein (supra), the Privy Council held in somewhat similar circumstances, that where the interest is executory, there was no sufficient ground to draw an inference of abandonment (See also, Palmer Vs. Moore 1900 AC 293, at pp. 297-8). We find nothing in the conduct of the appellant No. 1 which would have induced the respondent to believe that he had abandoned the common undertaking. On the contrary, the circumstances lend colour to the opposite version. The real crux is if there had been a loss could the appellant No. 1 have defeated a suit for contribution brought by the respondent on the ground that he had abandoned his rights. We think the answer would clearly have been in the negative. As regards the alleged laches on the part of the appellant No. 1, there was none. The respondent had started the litigation against Jagdeosingh on his own and admittedly had never served a notice on him asking for help or to contribute towards the cost of such litigation. It may be that the appellant No. 1 was sitting on the fence while that litigation was on. The respondent had started the litigation against Jagdeosingh on his own and admittedly had never served a notice on him asking for help or to contribute towards the cost of such litigation. It may be that the appellant No. 1 was sitting on the fence while that litigation was on. But there was nothing else which he could do. His only right was to await the result of that litigation and then sue for a dissolution of the sub-partnerships and for taking of accounts of the profits thereof. 19. In the result, the appeal succeeds and is allowed with costs. The judgment and decree passed by the learned Judge are reversed and instead, the appellant's suit is decreed with the direction that accounting of the profits of the sub-partnership will be limited w.e.f. 13th July 1944. Counsel's fee, according to schedule or certificate, whichever is less.