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2022 Supreme(SC) 48

DINESH MAHESHWARI, VIKRAM NATH
Shiv Developers through its Partner Sunilbhai Somabhai Ajmeri – Appellant
Versus
Aksharay Developers – Respondent


Advocates appeared:
For Appellant(s) :Shreya Jain, Gaurav Tanwar, Sachin Mittal, Advocates
For the Respondent(s):Kruthin Joshi, Rajesh Mahale, Purvish Jitendra Malkan, Jitendra Malkan, Dharita P Malkan, Deepa Gorasia, Alok Kumar, Nandini Chhabra, Bhavna Sarkar, Advocates

Judgement Key Points

The legal document discusses the rights and legal standing of unregistered partnership firms in relation to suits involving contractual and statutory rights. The key points are as follows:

  1. An unregistered partnership firm can file suits for enforcing statutory rights, common law rights, or rights arising from fraud and misrepresentation, even if the firm is not registered (!) (!) .

  2. Section 69(2) of the Indian Partnership Act, 1932, does not bar such suits if the subject matter does not arise from a contract entered into by the firm in the course of its business dealings (!) (!) .

  3. For the bar under Section 69(2) to apply, the contract in question must be one entered into by the firm with a third-party and must be related to the firm's business dealings. If the contract is independent of the firm's business or pertains to a transaction outside the scope of its regular dealings, the suit is not barred (!) (!) .

  4. The suit in question involves a transaction that is not part of the firm's regular business activities, and the claim is for the enforcement of rights based on fraud, misrepresentation, and statutory provisions. Therefore, the bar of Section 69(2) does not apply (!) (!) .

  5. The legal principles emphasize that the purpose of Section 69(2) is to protect third parties dealing with partnership firms in their business transactions, and it does not preclude suits for statutory or common law rights, or those based on independent transactions outside the firm's usual business dealings (!) (!) .

  6. The courts have clarified that the enforcement of rights that do not arise directly from a contract related to the firm's regular business or are not based on contracts entered into during the course of business are not subject to the restrictions imposed by Section 69(2) (!) (!) .

  7. In the specific case, the transaction was an independent sale of a share in property, not a contract arising from the firm's ongoing business activities. The suit was for declaration and injunction based on fraud, and not for enforcement of a contractual right within the scope of the firm's business dealings (!) (!) .

  8. The courts have ultimately held that the suit was not barred by law, and the previous orders rejecting the plaint based on Section 69(2) were incorrect. The suit should be allowed to proceed, and the trial court's order is to be restored (!) .

In summary, the legal position confirms that unregistered partnership firms retain the right to initiate suits for statutory, common law, or independent transactions outside their regular business dealings, and Section 69(2) does not create an absolute bar in such circumstances.


JUDGMENT :

DINESH MAHESHWARI, J.

The relevant factual matrix and background

2

The application seeking rejection of plaint: divergent views of the Trial Court and the High Court

6

Rival Submissions

12

Section 69 of the Act of 1932 and the relevant principles

15

Application of the relevant principles to the subject suit

21

Conclusion

23

1. Leave granted.

2. This appeal, by the plaintiff of a suit for declaration and injunction, is directed against the judgment and order dated 15.02.2018, as passed by the High Court of Gujarat 1 [for short ‘the High Court’] in Civil Revision Application No. 241 of 2017, whereby the High Court has allowed the revision application filed by the contesting defendants (respondent Nos. 1 to 3 herein) and has reversed the order dated 07.04.2017, as passed by the Court of 9th Additional Senior Civil Judge, Vadodara2 [for short ‘the Trial Court’] in Special Civil Suit No. 333 of 2015.

2.1. By the said order dated 07.04.2017, the Trial Court had rejected the application moved by the contesting defendants under

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