A change in the constitution of a partnership firm, including a change effected through a supplementary partnership deed that reduces the original allottee's share and gives exclusive management rights to other partners, requires prior written approval from BPCL under Clause 21 of the distributorship agreement.

JUDGMENT :

(Hiranmay Bhattacharyya, J.) :

1. This appeal is at the instance of the writ petitioners and is directed against an order dated 18.05.2023 passed by a learned Single Judge in WPA 23196 of 2022.

2. Facts giving rise to the instant appeal in a nut shell are as follows.

3. The 9th respondent in this appeal was appointed as LPG distributor in the name and style of M/s. Buroma Gas Service and an agreement was executed by and between the Bharat Petroleum Corporation Limited (for short “BPCL”) and the 9th respondent on 23.02.1989. Thereafter, on 05.06.1992 the partnership deed was executed by and between the appellants herein and the 9th respondent and in the said partnership business the appellants had 24% share each in the partnership business and the 9th respondent had 52% share. BPCL accorded approval to the said partnership deed and a distributorship agreement was executed on 05.06.1992 by and between BPCL on one hand and the appellants and 9th respondent on the other hand. The dealership agreement was renewed from time to time and lastly the same was renewed for a period of 5 years commencing from 05.06.2017. The appellants claim that a supplementary deed of partnership was executed on 15.09.1993 whereby only the profit sharing ratio of the partners were changed. The Territory Manager (LPG) of BPCL being the 8th respondent herein, by a letter dated 01.06.2022, requested all the partners to come at the Territory Office at Uluberia LPG Bottling Plant to execute documents for renewal of the distributorship agreement which was valid till 04.06.2022. Thereafter, the 8th respondent issued a letter dated 26.09.2022 requesting the partners to come forward together with necessary document for renewal of distributorship agreement failing which BPCL will be constrained to suspend supplies to the distributorship. The appellants filed a writ petition praying for a direction upon BPCL to renew the LPG distributorship agreement on the basis of the signature of the appellants without insisting for the signature of the 9th respondent and for a writ of mandamus to cancel and/or rescind the letter dated 26.09.2022 issued by the 8th respondent.

4. The learned Single judge by the order dated 18.05.2023 disposed of the writ petition giving liberty to BPCL to take steps as per the requirement under the guidelines only after the joint/ individual representations made by the parties concerned within the time limit stipulated in the said order are considered and disposed of by BPCL with a reasoned decision.

5. Being aggrieved by the said order dated 18.05.203, the writ petitioners have preferred the instant appeal.

6. Mr. Debabrata Saha Ray, learned advocate appearing in support of the appeal contended that since the appellants are jointly holding 99% share in the partnership business and also that a Hon’ble Division Bench of this Court by an order dated 01.03.2010 passed in APO No. 22 of 2010 directed the authorities to renew the licenses in favour of the partnership firm on the basis of the documents to be submitted in respect of 99% share in the partnership firm, BPCL cannot insist upon the signature of all the three partners for the purpose of renewal of the distributorship agreement. Mr. Saha Ray contended that since by execution of the supplementary partnership deed on 15.09.1993 only profit sharing ratio of the partners were changed, the same cannot fall within the expression “reconstitution of the firm” and therefore the question of previous written approval of the corporation as contemplated under Clause 21 of the distributorship agreement does not and cannot arise at all. Mr. Saha Ray, further contended that the 9th respondent was creating disturbances in the management of the partnership firm for which the Civil Court has passed an order restraining the 9th respondent from interfering with the management of the firm, and, therefore, BPCL should be directed to renew the distributorship agreement on the signature of the appellants herein.

7.