The main legal point established in the judgment is that a suit filed by partners of an unregistered firm to enforce a contractual right is barred by Sec. 69(2) of the Indian Partnership Act, 1932.

1. G.A. No. 1944 of 2017 has been taken out by the defendant for rejection of the plaint on the ground that the suit is barred by law. G.A. No. 2211 of 2017 is also the defendant’s application for an order directing the plaintiffs to give inspection of the Partnership Deed whereby the firm Sanjay & Co. was constituted. I will consider the earlier application first.

2. Ms. Bhattacharya, learned counsel for the defendant contended that the defendant had appointed a partnership firm namely, Sanjay & Co., of which the plaintiffs are the partners, as redistribution stockiest of the defendant for the products manufactured by the defendant. The redistribution stockist agreement was terminated by the defendant by its letter dated 30 March, 2010. The plaintiffs have filed the suit claiming, inter alia, that the letter of termination is null and void, for delivery up and cancellation of the said letter and for a decree for Rs.5,76,09,756/- allegedly due to the plaintiffs from the defendant. The plaintiffs have instituted the suit as partners of the said firm. However, the said firm is unregistered. Hence, the suit is barred under Sec. 69(2) of the Indian Partnership Act, 1932 (in short ‘IPA’) which bars a suit on behalf of a firm against any third party to enforce a contractual right unless the firm is registered and the persons suing are or have been shown in the Register of Firms as partners in the firm.

3 Learned Counsel drew my attention to the averments in the plaint and in particular to paragraphs 1, 8, 9, 12, 14 and 45J of the plaint. I shall revert back to the said paragraphs later. Relying on the said paragraphs, learned Counsel submitted that the plaintiffs are seeking to enforce an alleged right of the unregistered firm under the redistribution stockist agreement entered into by and between the firm and the defendant and since the firm is unregistered, the suit is hit by Sec. 69(2) of the IPA.

4. In support of her contention, Learned Counsel relied on a Division Bench decision of this Court in the case of Sandip Agarwal & Anr. Vs. Simplex Infrastructure Limited rendered in APOT No. 74 of 2009 (2009 SCC Online Cal 676). Learned Counsel relied on the observations of the Learned Single Judge in that case, which were upheld by the Hon’ble Division Bench, to the following effect:-

“Having considered the submissions of the parties from a perusal of the plaint the facts wherein at this stage, are taken as true and correct, the letter of intent is the basis of the proceedings and loss and damage has been claimed on the basis of the contract. This will appear from the account of actual investment, set out in Schedule K which includes production costs of 2 lac fly ash bricks. Production of fly ash bricks was contemplated under the contract and the claim arises out of the contract. Therefore, the suit is barred under Sec. 69(2) of the Indian Partnership Act, 1932 and the submissions including the cases cited by the plaintiff-respondent cannot be accepted. The plea of statutory right taken by the plaintiff is not applicable in view of one of the elements of claim being Item No. 5 of Schedule K. Accordingly the instant suit is dismissed.”

5. Learned Counsel then relied on a decision of this Court in the case of Sunderlal and Sons-vs.-Yagendra Nath Singh, AIR 1976 Cal 471, wherein the learned Judge, inter alia, held that in view of the language of Sec. 69 of the IPA, a plaint filed by an unregistered firm to enforce a contractual right, would not be a plaint at all in the eye of law and all proceedings in connection therewith will be proceedings without jurisdiction. Consequently, a decree obtained in such a suit will be a nullity.

Learned Counsel also relied on a Division Bench decision of this Court in the case of In the Matter of Abani Kanta Pal, AIR 1986 Cal 143, wherein it was held, inter alia, that if a plaint contravenes the provisions of sub-Secs. (1) and (2) of Sec. 69 of the IPA, the same will be considered to be a void plain