Judgment

SHELAT, J. :- Prior to November 1948, one Padamsi Haridas carried on his profession as a chartered accountant in the name of Devidas Vithaldas and Co. By a deed of partnership, dated November 30, 1948, he took one Amratlal Parikh as a partner, reserving, however, to himself all the rights and interests in the goodwill of that business.

2. On January 2, 1951, he retired from the said partnership. Clause (1) of the Deed of Dissolution executed on that occasion provided that the said partnership shall be deemed to have been dissolved as from December 31, 1950, but the business shall, as from that date, be carried on in the said name by the said Amratlal alone. Cl. (2) of the said deed ran as follows :-

"2. The goodwill of the late partnership belonged to the said Padamsi alone. He has agreed to sell the name to the said Amratlal. As consideration for and in full satisfaction of the purchase price of the goodwill of the said late partnership the said Amritlal shall-

(a) pay to the said Padamsi for and during the term of his natural life a share of eight annas in the rupee in the net profits of the said business or profession which the said Amratlal shall hereafter carry on in the said name of Devidas Vithaldas & Co.

(b) on and after the death of the said Padamsi, pay to Bai Premlata, the wife of the said Padamsi (if she be then surviving), for and during the term of her natural life a share of eight annas in the rupee in the net profits of the said business or profession which the said Amratlal shall hereafter carry on in the name of Devidas Vithaldas & Co. and

(c) on and after the death of the said Padamsi as well as his said wife Bai Premlata, pay to Subhas the son of the said Padamsi for and during the term of his natural life a share of eight annas in the rupee in the net profits of the said business or profession which the said Amratlal shall hereafter carry on in the name of Devidas Vithaldas & Co."

Clause (3) provided that nothing contained in the deed shall constitute or be deemed to constitute any future partnership between the parties to the deed or between the said Amratlal and the said Bai Premlata or the said Subhas in respect of the business to be carried on by Amratlal in the name of Devidas Vithaldas & Co. Clause (4) declared that accounts had been made up between the parties, and that neither party had any claim against the other except as provided in said clause (2). By Cl. (5) it was made clear that the said Amratlal shall henceforth remain liable for all the obligations and liabilities which might be incurred in respect of the said business to be carried on in the name of Devidas Vithaldas & Co., and he shall accordingly indemnify the said Padamsi against all actions, claims, demands, costs, charges and expenses whatsoever in respect of the same or in any other manner relating to the premises. Lastly, clause (6) provided that in the event of Amratlal transferring or assigning his said business to any person or persons, or carrying on the said business in partnership with some other person or persons or remaining otherwise interested or concerned directly or indirectly in the business or profession of chartered accountants by whomsoever carried on in the name of Devidas Vithaldas & Co., or any other name resembling or similar thereto, or in the event of any of the heirs or legal representatives or nominees of Amratlal carrying on the said business or profession in the name of Devidas Vithaldas & Co., then in any such events they and "so long as any such business be carried on in the name style and firm of Devidas Vithaldas & Co. or any other name resembling or similar thereto, the assignees of the said Amritlal and/or the said Amritlal and/or any such other person or persons as aforesaid carrying on such business under the name style and firm of Devidas Vithaldas & Co. shall as aforesaid pay to the said Padamsi or his said wife Bai Premlata or his said son Subhas for and during the terms of their respective li