S. RAVINDRA BHAT, J.

1. The unsuccessful plaintiff appeals against the judgment and order of a learned Single Judge, (dated 31.10.2014) rejecting his plaint as barred by law on the ground of limitation and at the same time, holding that this Court lacks territorial jurisdiction. The Court heard the counsel for parties finally, with their consent and also considered the documents and pleadings which were part of the suit records.

2. The suit averments were that the deceased plaintiff, along with Capt. H.S. Bajaj (Retd.) and Shri. N.K. Duggal, was carrying on business under the name and style of M/s. Freezo Freezing Complex in terms of partnership deed dated 28.08.1979. The plaintiff and Capt. H.S. Bajaj, retired Army officers, had applied for allotment of an industrial plot at Dhoondahera under a scheme formulated by the Haryana State Industrial Development Corporation (fourth defendant “HSIDC”). By allotment letter dated 12.12.1979, HSIDC allotted the suit property (i.e. land bearing No. 245, Udyog Vihar, Dhoondahera, Gurgaon, Haryana measuring 19516.60 Sq. Mtrs) jointly to the plaintiff and Capt. H.S. Bajaj. A sale deed (dated 25.02.1983) was executed by HSIDC in favour of M/s. Freezo Freezing Complex. The plaintiff paid stamp duty of Rs. 66,750/-; a certificate in this regard was issued by the Registrar’s Office. The plaintiff and his partners secured a medium term loan facility from the fifth defendant (“the Bank”). The partnership firm was the debtor. The loan was for construction upon the suit property as well as for purchase and installation of plant and machinery. The suit property was mortgaged to the Bank to secure the loan.

3. After completion of construction, the suit property was let out to M/s. I. Ahmad & Company. During the 1984 riots, suit property was badly damaged as a consequence of which the tenant left the premises. The plaintiff was unable to repay the loan due to the losses suffered by the firm. He was working as Chief Executive of M/s. Wimpy India Ltd., M/s. Wimpy Fast Foods Pvt. Ltd and M/s. Wimpy Foods Pvt. Ltd. The second defendant and one Mr. Keval Singh Sandhu later acquired these companies. M/s. Goodwill Foods (P) Ltd. was incorporated in the year 1985, of which the plaintiff became the Executive Director. Thereafter, the plaintiff entered into a partnership business with the third defendant to carry on the said business from the suit property on the assurance of M/s. Goodwill Foods (P) Ltd. that it would clear the dues and outstanding liabilities of the plaintiff firm. As a consequence, the plaintiff, Capt. H.S.Bajaj and Shri. N.K. Duggal executed a dissolution deed, along with a partnership deed as well as certain other documents in the year 1988. These included an agreement dated 01.12.1988 executed between M/s. Goodwill Foods (P) Ltd., the plaintiff and his partners, whereby suit property along with the super structures standing upon it were transferred to M/s. Goodwill Foods (P) Ltd. The consideration was that the said company, were to clear all the liabilities of the partnership firm.

4. It was alleged that the first three defendants failed to honour their obligations under the agreement. No amounts were paid to the fifth defendant to clear the plaintiff firm’s dues. Later the third defendant, on behalf of M/s. Goodwill Foods (P) Ltd., executed a rent agreement dated 07.09.1989 in favour of the plaintiff whereby it agreed to pay monthly rent of Rs. 1,50,000/- to the plaintiff from the date of initial agreement i.e. 01.12. 1988. Even the rent was not paid. In the meanwhile, M/s. Goodwill Foods (P) Ltd. was merged with the first Defendant (hereafter “Wimpy”), of which the second defendant became Chairman and Managing Director while plaintiff was one of its Directors. Subsequently, plaintiff was illegally removed from the post of Director of Wimpy. It was alleged thereafter that the agreement dated 01.12.1988, the partnership deed, the dissolution deed and other documents were void ab init