Partners have the right to sue for dissolution of the firm, accounts, and related reliefs, even if the firm is not registered.

I.P. MUKERJI, J.

1. A deed of partnership was executed on 13th March, 2014. It was between the petitioner and the respondent nos. 1 and 2. It was deemed to have commenced from 10th March, 2014. These parties would carry on business through a partnership firm M/s. Shikha Enclave having its office at Uttar Bakshara, P.S.-Jagacha, District-Howrah.

2. In Clause-2 of this deed, the partnership was described as one at will, although in Clause-29, which is contradictory, it was stated that it could be “dissolved” by a deed of dissolution. The death or retirement of any partner would not have the effect of dissolving the firm. The partnership would be continued by the surviving partners. Each of the partners, would bring in Rs. 6,00000/- as capital. The nature of business to be carried on by the partnership was development of land and building and to act as architect, designer, contractor etc.

3. Now, it appears from the averments made in the petition that one of the first ventures into which the partnership firm entered into was development of a piece of land measuring 5 cottahs situated at mouza Uttar Bakshara within the jurisdiction of Jagacha P.S. under Howrah Municipal Corporation belonging to the respondent no. 2. On 21st March, 2014 a development agreement was executed between the respondent no. 2 and the partnership firm, whereunder the respondent no. 2 empowered M/s Shikha Enclave to build a multi-storied building on the said plot of land. A power attorney was executed by the respondent no. 2 in favour of the petitioner and the respondent no. 1 in connection with the development work.

4. It appears that disputes and differences arose between the parties arising out of operation of the firm’s account with Allahabad Bank, Howrah main branch. According to the petitioner the respondent no. 2 & 3 have carried on the business of partnership keeping him in the dark and have misappropriated partnership funds. He, treating the partnership as one at will, issued a notice on 22nd November, 2016 under Section 43 of the Indian Partnership Act, dissolving the partnership.

5. The partnership agreements between the parties contain an arbitration clause, Clause-36 which is follows:-

“36. Arbitration Clause:- That in case of dispute arising between the partners regarding the partnership business as the same shall be referred to the Arbitration as stipulated in the Arbitration and Conciliation Act, 1996.”

6. According to the letter of the Chief Manager of the Bank dated 19th October, 2016 to the petitioner, the respondent wrote to the bank that the petitioner was expelled from the partnership and that it was reconstituted without him.

7. At the hearing of this application, it was contended by the respondents that the petitioner could not have dissolved the partnership treating it as one at will because of Clause-29 which according to the respondents meant that the partnership could be dissolved only by consent of the parties.

8. On 27th November, 2016 the petitioner invoked the arbitration clause by appointing an arbitrator, asking the respondents to concur in the appointment. The respondents did not reply to this letter. The petitioner states that the following disputes have arisen between the parties as tabulated in paragraph 33 of the petition.

“(i) Whether the respondents have violated the general duties of the partners in operation the Business Account of the Firm, avoiding the petitioner, in violation of the Clause 17 of the Deed of Partnership, wherein it has been clearly mentioned that the account shall be operated by the partners jointly;

(ii) Whether the respondents have misappropriated funds from the business account of the partnership firm in operating the account in an unauthorised manner;

(iii) Whether the respondents have illegally misappropriated the partnership fund keeping the petitioner in dark regarding the business activities of the Firm;

(iv) Whether the respondents have done an illegality allegedly expelling the petitioner f