A right of pre-emption or option to purchase in a partnership deed is not necessarily inconsistent with a partnership at will under s 31 of the Partnership Act; the question is whether the clause is capable of sensibly operating in the context of a partnership at will, not whether it is necessary. The proper test for whether a deadlock is 'irreconcilable' for the purposes of a dissolution clause is whether the party relying on it acted bona fide and not for the purpose of deriving an undue advantage. Events occurring during a prior partnership at will are relevant to assessing whether a deadlock exists in a subsequent partnership at will.
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