JUDGMENT Deoki Nandan. J. - This is a defendants' second appeal in a suit for dissolution of a partnership and for accounts. 2. The three defendants-appellants and the plaintiff-respondent entered into a partnership for carrying on the business of manufacturing brickets from Coke-breeze. The Instrument of Partnership was executed on 18-12-1975. Each of the four partners was to invest Rs. 15,000/- in the business. Rs. 39,500/- was borrowed from the Canara Bank for the business of the Firm. The production could start in the beginning of March 1976. According to the instrument of Partnership, originally executed, the plaintiff was to maintain the accounts. He could keep Rs. 2500/- in cash with him. The rest of the money had to be kept deposited in the Firm's account with the bank which was operated upon by the plaintiff and the third defendant. There was a change in the terms of the partnership with effect from 1-6-1976. Under the Instrument executed that day, the first defendant was entrusted with the responsibility of keeping accounts and he could employ a Munim. All the cash and the documents of the Firm were handed over by the plaintiff to the first defendant. It was the plaintiff's case that he paid Rs. 3,000/- to the first defendant after 1-6-1976. The Firm suffered `heavy loss' amounting to Rs. 1,032/- during the period that he maintained accounts on account of the low production which started very late and the heavy amount of interest paid to the bank. Further, according to the plaintiff, the defendants who were in league with each other, ignored him, did not take his advice in the affairs of the partnership, did not pay him the sum of Rs. 250/- per month which was payable to each partner, and also did not supply him th of the goods produced by the Firm for resale in accordance with the terms of the partnership. Thus, according to the plaintiff, there was a loss of faith between the partners and the business of partnership could not be carried on, whereupon he served a notice dated 20-11-1976 dissolying the partnership which was served on the defendants Nos. 1 and 3 on 23-11- 1976 and the partnership stood dissolved from that date. The plaintiff also asked the first defendant to render accounts. He did not pay any heed. Hence, the suit. 3. The three defendants filed a common written statement. 1 and 3 on 23-11- 1976 and the partnership stood dissolved from that date. The plaintiff also asked the first defendant to render accounts. He did not pay any heed. Hence, the suit. 3. The three defendants filed a common written statement. Apart from the technical pleas, they admitted the partnership, but denied that it was `at will'. They pleaded that under Paragraph 20 of the Instrument of Partnership, as amended on 1-6-1976, no partner could retire from the Firm until the loan taken from the Canara Bank was paid off. They asserted that the plaintiff had no right to dissolve the partnership nor even to retire from the firm until the loan was paid off. Further, according to the defendants the plaintiff did not invest the full amount of Rs. 15,000/-. He invested only Rs. 12,000/- initially and the sum of Rs 1,000/- on 14-8-1976, and after deducting his share of loss his net capital in the Firm was Rs. 12,741.80. It was suggested that the business of the partnership was running at a loss. About the plaintiff's case that he was not supplied th of the goods produced, it was pleaded that the plaintiff wanted the goods on credit, when according to the terms of the partnership they could he supplied only against cash payment. About the payment of Rs. 250/- per month, it was pleaded that the payment was not made to any of the partners as the business of the Firm was running at loss. 4. The trial Court raised as many as 7 Issues. Of them Issues Nos. 5 and 6, namely, whether the suit was bad for non-joinder of necessary party or that it was barred by Section 69 of the Indian Partnership Act, were not pressed at the trial. Issue No. 4 was whether the plaintiff contributed Rs. 15,000/- towards the partnership's capital or only Rs. 13,000/-. That issue was left to be decided at the Final Decree stage. The two substantial issues on which the parties went to trial were Issues Nos. 1 and 3. namely- (1) "Whether the partnership entered into between the parties to this suit was partnership-at-will? If so, its effect? If not, its effect? and "(3)- Whether the defendants violated the terms of the partnership agreement? The two substantial issues on which the parties went to trial were Issues Nos. 1 and 3. namely- (1) "Whether the partnership entered into between the parties to this suit was partnership-at-will? If so, its effect? If not, its effect? and "(3)- Whether the defendants violated the terms of the partnership agreement? If so, whether the plaintiff is entitled to a decree of dissolution of Firm even if it be held that the partnership was not at will?" On the first issue the trial court held that the partnership was at will and on the third issue that the defendants had violated the terms of the partnership and further that even if it were held that the partnership was not at will, the plaintiff was entitled to a dissolution of the Firm. It may be here mentioned that Issue No. 2 raised the question whether the suit was premature? That was also answered by the trial court in favour of the plaintiff, and a preliminary decree. declaring the Firm as dissolved on 23-11- 1976 and directing the first defendant to render accounts was passed. 5. On appeal by the defendants, the lower appellate court affirmed the trial court's decree. Hence, this second appeal. 6. The two questions on which the second appeal was admitted after hearing under Order 41, Rule 11 C.P.C. by this Court were the question Nos. 1 and 3 formulated at page 6 of the Merno randum of Appeal. They are: "(i) Whether the partnership was a will or for a fixed duration? "(iii) Whether the respondent was entitled for retirement from the partnership or for the dissolution of the firm itself?" 7. I have heard learned counsel for the parties and am of the view that the two courts below have gone wrong in holding that the partnership in question was a partnership-at-will. 8. "(iii) Whether the respondent was entitled for retirement from the partnership or for the dissolution of the firm itself?" 7. I have heard learned counsel for the parties and am of the view that the two courts below have gone wrong in holding that the partnership in question was a partnership-at-will. 8. Section 7 of the Indian Partnership Act 1932 reads as follows:- "Where no provision is made by contract between the partners for the duration of their partnership, or for the determination of their partnership, the partnership is "partnership-at-will." Having read the Instrument of Partner ship, I find that the following terms thereof make provision for the duration, or the determination of the partnership, namely clause 7, which provides that if any of the parties unfortunately dies then in that case the partnership shall not be dissolved, but his sons will become partners of his share and that person will become the partner who may have been nominated by the deceased partner; clause 18 which is to the effect that if any party wanted to separate from the business of the partnership he could do so by giving one month's notice to the other partners, but in that case the partnership would not be dissolved and if the majority of the partners were unable to pull on with any partners, then the majority of the partners will have the right to expel that partner if they consider just after asking his explanation, clause 20. as it original-IV stood which provided that none of the partners would be entitled to withdraw any part of his capital and further that no partner would be allowed to go out from the partnership before the expiry of one year and even if he did so, his capital would not be returned before the end of the year; and lastly, the amended clause 20 which provided that no partner could withdraw from the partnership so long as the loan taken from the Canara Bank, Etah, was not repaid. 9. The terms of partnership, referred to above, do clearly contemplate that the partnership shall continue indefinitely until such time as all the partners agree to dissolve it or the Firm was otherwise dissolved in accordance with law. 10. 9. The terms of partnership, referred to above, do clearly contemplate that the partnership shall continue indefinitely until such time as all the partners agree to dissolve it or the Firm was otherwise dissolved in accordance with law. 10. Clause 7 of the Instrument of Partnership, referred to above, provides against the contingency of the dissolution of the partnership by the death of a partner under Cl. (c) of S. 42 of the Partnership Act. It is thus a provision made by contract between the partners for the 'duration' or for the 'non-determination' of the partnership in spite of the death of one of them. 11. A dissolution of partnership has been defined by S. 39 of the Partnership Act as the dissolution of partnership between all the partners of a firm and in case of a partnership-at-will. S. 43 (1) gives a partner the right of dissolving such a partnership by notice in writing to all the other partners of his intention to dissolve the firm, and may be against their will. Seen in this context, clause 18 of the Instrument of Partnership is clearly a provision made by contract between the partners for the non-determination of the partnership between all the partners at the instance of one partner only. That clause gives a partner, acting singly, only the right to withdraw from the partnership by serving one month's notice on the other partners and also the right to the remaining three partners, if they were unanimous, to expel the fourth partner from the business of the partnership. This is clearly inconsistent with the concept of a partnership-at-will and the right of an individual partner to dissolve it by notice. 12. Clause 20, as it originally stood, clearly implied that no partner could withdraw from the partnership before the end of a year and even if he did, his capital would not be paid back by the Firm. That was clearly a provision, fixing by contract, the duration of the partnership at least one year. The amended clause 20 extended that period of one year to such time as the loan taken from the Canara Bank was repaid. 13. I find it impossible to agree with the view of the two courts below that the partnership was a partnership-at will. 14. The amended clause 20 extended that period of one year to such time as the loan taken from the Canara Bank was repaid. 13. I find it impossible to agree with the view of the two courts below that the partnership was a partnership-at will. 14. I may here refer to the cases cited at the Bar and referred to in the judgments of the two courts below. The first of these cases is that of Karumuthu Thiagarajan Chettiar v. E.M. Muthappa Chettiar, ( AIR 1961 SC 1225 ). In that case the partnership consisted of only two persons. Even so, the Supreme Court held on an interpretation of the terms of the partnership that it was not a case of a partnership-at-will. The case of Abbott v. Abbott, (1936) 3 All ER 823, is referred to therein with approval. That was a case where there were more than two partners and it was provided that the retirement of a partner would not terminate the partnership and there was an option for the purchase of the retiring partner share by the other partners. It was held that in such circumstances the partnership could not be said to he partnership-at-will. Similar is the case here under clause 18 of the Instrument of Partnership, referred to above. I have looked into the report of Abbott's case. One of the terms of the partnership in that case was that the death or retirement of any partner shall not terminate the partnership. Another term was, as noticed by the Supreme Court, that if any partner shall die or retire, the surviving or continuing partners shall have the option of purchasing the share of the deceased or retiring partner. The question posed by Clausom. J., in that case was whether on a reading of the deed as a whole, the parties could be said to have agreed that anyone of them could bring the business to an end in a moment or whether there was some agreement inconsistent. with that being done. The question posed by Clausom. J., in that case was whether on a reading of the deed as a whole, the parties could be said to have agreed that anyone of them could bring the business to an end in a moment or whether there was some agreement inconsistent. with that being done. On reading the first of the conditions, referred to above, namely, the condition that death or retirement of any partner shall not terminate the partnership, the learned Judge observed that that constituted a limitation upon the character of the partnership being a partnership-at-will, inasmuch as a single partner could not determine the partnership although he could determine it as between himself and the others. That clause further showed that the partners had agreed that the partnership shall continue notwithstanding that one partner goes out or even notwithstanding the death of one partner. Clause 18 of the Instrument of Partnership, referred to above, is closely similar and does show that no single partner could dissolve the partnership by notice. He could only terminate the partnership between himself and others and not between all of them by notice, and further that the partnership was to continue notwithstanding the retirement or expulsion of a single partner who was in minority, by the remaining partners continuing the partnership. I may here observe that the learned Additional District Judge, who heard the appeal, is not right in saying that the intention of the parties was not to be seen in a matter like this. In interpreting the terms of an instrument, it is the intention of the makers which has to be gathered by a court. In Thiagarajan's case (supra) even the Supreme Court approached the matter by saving. "As we read the terms of the agreement, it seems to us clear that the intention could not be to create a partnership at will." 15. Two other cases cited before me by the learned counsel for the respondent were: (1) Keshavlal Lallubhai Patel v. Patel Bhailal Narandas, ( AIR 1968 Guj 157 ); and (2) Iqba Inath Premnath Anand v. Rameshwarnath Premnath Anand, ( AIR 1976 Bom 405 ). Two other cases cited before me by the learned counsel for the respondent were: (1) Keshavlal Lallubhai Patel v. Patel Bhailal Narandas, ( AIR 1968 Guj 157 ); and (2) Iqba Inath Premnath Anand v. Rameshwarnath Premnath Anand, ( AIR 1976 Bom 405 ). In Keshavlal's case (supra) one of the terms of the Instrument of Partnership expressly declared that the partnership shall be a partnership-at-will and that was one of principal reasons on which the Gujarat High Court held that there was no room or scope for taking the view that the partnership was not a partnership-at-will. The case is thus clearly distinguishable. Iobalnath's case is a single Judge decision of the Bombay High Court and in that case also in the partnership deed itself there was a clause opening with the words "Partnership being at will", which according to the learned Judge "was sufficient to disclose to the Court the intention of the parties that the partnership was a partnership at will within the meaning of the Act and that in view of such an express declaration by the parties there would be no question of a contrary implication." This case too is, therefore, clearly distinguishable and could be no authority for holding that the partnership in the case before me was also a partnership-at-will. although having read the terms of the Instrument of Partnership I find that the are definite indications to the contrary. 16. The second question "whether the respondent was entitled for retirement from the partnership or for dissolution of the partnership itself" is answered by clause 18 of the Instrument of Partnership, referred to above, and does not call for a separate answer. 17. For a complete disposal of the case. I consider it necessary to add that in my view the defendants-appellants were not guilty of breach of any of the terms of the partnership when they did not supply th of the goods produced to the plaintiff for resale and did not pay him Rs. 250/- per month, and that the plaintiff was not entitled to sue for dissolution of partnership on any such ground. 18. I shall take up the second point first. Clause 14 of the Instrument of Partnership provided that each party would be entitled to draw Rs. 250/- every month for his own expenses. 250/- per month, and that the plaintiff was not entitled to sue for dissolution of partnership on any such ground. 18. I shall take up the second point first. Clause 14 of the Instrument of Partnership provided that each party would be entitled to draw Rs. 250/- every month for his own expenses. Clause 15 at the same time provided that no partner would be entitled to any salary or honorarium for attending to the business of the partnership. It is the plaintiff's I own case that the partnership suffered loss. The non-withdrawal of the amount of Rs. 250/- by the plaintiff and also by the other partners was in the interest of the partnership. There is nothing to show that the plaintiff demanded the sum of Rs. 250/- from the defendants-appellants after 1-6-1976 and the defendants un-reasonably refused to pay that amount to him. On the other hand, Ext. A-5, which is a reply dated 20-11-1976 to the plaintiff to the latter's notices dated 5-11-1976 and 16-11-1976, goes to show that it was the plaintiff himself when he was in charge of the affairs of the partner ship up to 31-5-1976 who had agreed that the amount of Rs. 250/- per month would not be paid because of the loss in the business. The notices dated 5-11-1976 and 16-11-1976 were not filed by the plaintiff. On the other hand the defendants have filed two notices, one dated 5-11- 1976 and the other undated, both of them addressed to M/s. Bharat Coal Company, which are Exts. Al and A2 respectively. They only show that the plaintiff was bent upon wrecking the partnership. 19. With regard to the non-supply of th production to the plaintiff. the defendants' case was that the plaintiff did not want to pay in cash and wanted the same on credit. There is a reference in the notice which the plaintiff purported to serve for dissolving the partnership about the non-payment of Rs. 250/- per month and the non-supply of th part of the goods produced, but there does not appear to be any other notice or document on record from the side of the plaintiff to establish that he ever demanded the same and the other partners refused to supply him 114th of the production against cash payment. 250/- per month and the non-supply of th part of the goods produced, but there does not appear to be any other notice or document on record from the side of the plaintiff to establish that he ever demanded the same and the other partners refused to supply him 114th of the production against cash payment. It is highly probable that the defendants' case was true, and the two courts below do not seem to be justified in accepting the plaintiff's word in support of his claim that the defendants committed a breach of the terms of the partnership by not supplying him th of the production every month for resale. The term clearly was that the supply shall be made against cash payment and there does not appear anything on record to prove that the plaintiff ever tendered the price of the th production in cash and was get denied applied by the defendants. 20. It is thus clear that neither of the two grounds, i. e. the non-payment of Rs, 250/- P. m. to the plaintiff and the non-supply of 114th of the production to him could be an adequate ground for dissolution of the partnership under Section 44 of the Indian Partnership Act. 21. As to the point whether the plaintiff was entitled to a decree for dissolution on the ground that the business of the Firm was running at loss. I am afraid that here too the courts below have gone wrong. What is required to be proved under clause (f) of Section 44 of the Indian Partnership Act is that the business of the Firm cannot be carried on save at a loss. It is not unusual to find a manufacturing business suffering loss in the first few years of its being set up. Indeed, the plaintiff himself has alleged that there was loss in the beginning because the production was low on account of having been started late and the heavy amount of interest payable to the bank. The amount of loss up to 31-5-1976 in the first six months of the business was only Rs. 1032.82 when the capital of the four partners was proposed to be Rs. 60,000/- and the loan taken from the bank was Rs. 39,500/-. I do not think that a loss of Rs. The amount of loss up to 31-5-1976 in the first six months of the business was only Rs. 1032.82 when the capital of the four partners was proposed to be Rs. 60,000/- and the loan taken from the bank was Rs. 39,500/-. I do not think that a loss of Rs. 1,000/- odd in the first six months of the business in a case where the capital invested is rupees one lac could be said to be such as to justify the dissolution of the partnership on the ground that the business could not be carried on save at a loss. Indeed, the defendants would not have contested this suit unless they were making profit out of the business of the partnership. It appears to me that the defendants were not in the wrong and that it was the plaintiff who was in the wrong and was acting in a manner prejudicial to the interests of the partnership by serving notices of the kind which he served on M/s. Bharat Coal Company vide Exts. Al and A2. 22. In the result, the appeal succeeds and is allowed with costs. The judgments and decree of the two courts below are set aside. The plaintiff's suit shall stand dismissed with costs throughout.