The main legal point established in the judgment is the enforceability of the arbitration agreement by legal representatives of a deceased partner under Section 40 of the Arbitration and Conciliation Act, 1996.

NAVIN CHAWLA, J.

1. This petition under Section 11 of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as the ‘Act’) has been filed by the petitioner praying for appointment of a Sole Arbitrator for adjudicating the disputes that have arisen between the parties in relation to the Partnership Deed dated 15th May, 1974 read with supplementary deeds dated 31st March, 1992, 1st October, 1995 and 1st November, 2014 (collectively referred herein as ‘Partnership Deed’).

2. The respondents along with Late Sh.Shyam Gupta were partners in the partnership constituted by the above mentioned Partnership Deeds. He expired on 16th April, 2016, whereafter the petitioner invoked the arbitration agreement as contained in clause 15 of the Partnership Deed dated 15.05.1974 vide her notice dated 20th March, 2017.

3. The present petition was filed alleging that though various e-mails were exchanged between the parties pursuant to the invocation of the Arbitration Agreement, the Arbitrator was not appointed and the disputes were also not settled between the parties.

4. Upon issuance of notice by this Court, the respondents have filed their reply. Along with the reply, they have annexed a reply dated 6th April, 2017 which respondents had allegedly given to the petitioner in response to the invocation. As the respondents in the said reply had refused to appoint an arbitrator, the contents of the reply need not be gone into in detail.

5. Counsel for the respondents submits that in the present case, upon the death of Mr.Shyam Gupta, the partnership had been re-constituted by the surviving partners and a fresh Partnership Deed dated 30th April, 2016 had been executed between them. He further submits that clause 12 of the Partnership Deed dated 15th May, 1974 clearly provides that upon death of a partner, the partnership shall not stand dissolved and the surviving partners may agree to induct legal heirs of the deceased partner as a partner. He further submits that clause 13 of the Partnership Deed provides that the partnership is a partnership at Will and can be dissolved on a notice being given by any partner of his intention to do so. It is submitted by the counsel for the respondents that as the partnership did not stand dissolved, either upon the death of Mr.Shyam Gupta or by any notice given by him during his lifetime and the partnership having been reconstituted, the remedy, if any, available with the petitioner is by way of a civil suit and not through arbitration. He submits that the arbitration agreement contained in clause 15 of the Partnership Deed is only between the ‘partners’ and as the term ‘partner’ does not include their legal heirs in the Partnership Deed, legal heirs cannot invoke the arbitration agreement.

6. I have considered the submissions made by the counsel for the respondents, however, I am unable to agree with the same.

7. Clause(s) 12 to 15 of the Partnership Deed are reproduced hereinbelow:-

“12. That the death of a partner hereto shall not dissolve the partnership. The surviving partners may agree to induct legal heir of the deceased partner as a partner instead thereof on the same terms and conditions.

13. That the partnership is a Partnership at WILL and shall be dissolved on receiving notice by any partner of his intention to do so.

14. That all partners shall at all times duly and punctually pay and discharge their separate debts and engagements whether present or future and keep the partnership and other partners or partner indemnified therefrom and from all actions, proceedings, court claims and demand in respect thereof.

15. All disputes and questions, interpretations arising out of the partnership of this Deed between the partners shall be referred to the Arbitrator whose decision shall be final.”

8. A reading of clause 12 would prima facie show that upon death of a partner, the surviving partners may continue with the partnership upon inducting a legal heir of the deceased partner, failing which the