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SUPREME COURT OF INDIA
L. Nageswara Rao, Sanjiv Khanna, B.R. Gavai, JJ.
V. Anantha Raju & Anr. - Appellants
Versus
T.M. Narasimhan & Ors. - Respondents
CIVIL APPEAL NO. 6469 OF 2021 [Arising out of Special Leave Petition (Civil) No.14165 of 2015]
Decided On : 26-10-2021
(A) Indian Evidence Act, 1872 – Sections 17, 91 and 92 – Exclusion of oral evidence – When a jural act is embodied in a single memorial, all other utterances of parties on the topic are legally immaterial for the purpose of determining what are terms of their act – Written contracts presume deliberation on part of contracting parties and it is natural that they should be treated with careful consideration by Courts and with a disinclination to disturb conditions of matters as embodied in them by act of parties – Written instruments are entitled to a much higher degree of credit than parol evidence – Practical consequence of integration is that its scattered parts, in their former and inchoate shape, have no longer any jural effect and they are replaced by a single embodiment of the act. (Para 22)
(B) Indian Evidence Act, 1872 – Sections 17, 91 and 92 – Exclusion of oral evidence – When parties deliberately put their agreement into writing, it is conclusively presumed, between themselves and their privies, that they intended writing to form a full and final statement of their intentions, and one which should be placed beyond reach of future controversy, bad faith and treacherous memory – Sections 91 and 92 of Evidence Act would apply only when document on face of it contains or appears to contain all terms of contract – After the document has been produced to prove its terms under Section 91, provisions of Section 92 come into operation for the purpose of excluding evidence of any oral agreement or statement for the purpose of contradicting, varying, adding or subtracting from its terms. (Para 23)
Facts of the case:
Present appeal challenges the judgment and order passed by the Division Bench of the High Court of Karnataka at Bengaluru dated 27.2.2015, thereby, dismissing the first appeal being R.F.A. No.1111 of 2008, filed by the appellants and confirming the judgment and decree passed by the XXXIII Additional City Civil & Sessions Judge, Bangalore city dated 18.8.2008, vide which the suit being O.S. No.5622 of 2004 filed by the appellants/plaintiffs came to be partly decreed.
Findings of Court:
Partners have right to expel an erring partner/partners on the grounds specified therein. The 1995 Deed does not have any conflicting provision. Clauses in the 1992 Deed, which are not superseded by 1995 Deed, would still continue to operate. The trial court has given sound reasons, while upholding the expulsion of plaintiffs.
Result : Appeal Partly allowed.
JUDGMENT :
B.R. GAVAI, J.
1. Leave granted.
2. The present appeal challenges the judgment and order passed by the Division Bench of the High Court of Karnataka at Bengaluru dated 27.2.2015, thereby, dismissing the first appeal being R.F.A. No.1111 of 2008, filed by the appellants and confirming the judgment and decree passed by the XXXIII Additional City Civil & Sessions Judge, Bangalore city dated 18.8.2008, vide which the suit being O.S. No.5622 of 2004 (hereinafter referred to as “the said suit”) filed by the appellants/plaintiffs came to be partly decreed.
3. The facts, in brief, giving rise to the present appeal are as under.
The parties hereinafter will be referred to as per their status in the said suit.
A partnership firm, namely, M/s Selwel Combines (hereinafter referred to as “the partnership firm”) came to be constituted in the year 1986. Vide Partnership Deed dated 30.10.1992 (hereinafter referred to as “the 1992 Deed”), the partnership firm was reconstituted and the plaintiff No.1 (Appellant No.1 herein) was inducted as a partner along with original partners, i.e., defendant Nos. 1 to 5. As per the 1992 Deed, the plaintiff No.1 was to have 50% share in the profits and losses of the partnership firm. It was however provided in the 1992 Deed, that if the plaintiff No.1 fails to bring in an amount of Rs.50,00,000/-(Rupees Fifty lakh) as his capital contribution to the partnership firm on or before 31.3.1993, his share in the profits and losses of the partnership firm would be only to the extent of 10%.
On 2.11.1992, the partnership firm obtained a property on lease for 99 years and constructed a commercial building thereon. The building was leased out, which fetched a monthly rent of Rs.22,05,532/- approximately.
Vide the Deed of Amendment of Partnership dated 18.8.1995 (hereinafter referred to as “the 1995 Deed”), the partnership firm was again reconstituted, whereby the plaintiff No.2, son of the plaintiff No.1, and defendant Nos. 6 to 11 were inducted as partners and defendant Nos. 12 to 16 were admitted to the benefit of the partnership firm. As per the 1995 Deed, the share of the plaintiff Nos. 1 and 2 in the profits and losses of the partnership firm was to be 25% each.
It is the contention of the plaintiffs that vide another Deed of Amendment of Partnership dated 22.05.1996, the partnership firm was reconstituted, whereby the defendant No.12 was inducted as a partner and the defendant Nos. 13 to 16 were continued to be entitled for the benefits of the partnership firm. However, this fact is disputed by the contesting respondents.
It appears that in the year 2004, differences arose between the plaintiffs and the defendants with regard to the affairs of the partnership firm. On 8.5.2004, the plaintiffs issued a legal notice to the defendants/partners, demanding accounts right from the inception of the partnership firm and their share of profits.
Defendant No.1 replied to the plaintiffs’ notice dated 8.5.2004 by communication dated 12.5.2004. It was stated in the said reply that the plaintiffs together were entitled only to 10% share in the profits and losses of the partnership firm and that mentioning of 25% share each in the 1995 Deed was only a mistake of record.
In turn, a show cause notice was issued by the defendants/partners to the plaintiffs on 8.6.2004 with regard to the acts and omissions on the part of the plaintiffs being contrary to the interests of the partnership firm and other partners.
Thereafter, again, there was exchange of communication between the plaintiffs and the defendants. According to the plaintiffs, in the meeting of the partners, held on 18.6.2004, it was resolved to expel the defendant No.1 from the partnership firm. However, as per the defendants, a resolution was passed on the same day, i.e., 18.6.2004, resolving expulsion of the plaintiffs from the partnership firm.
In this background, th
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