Point of Law: Plaintiff cannot dissolve the partnership at her will and pleasure.

JUDGMENT :

C.S. SUDHA, J.

1. These appeals are against the judgment and decree in O.S. No. 55/2009 dated 20.10.2011 and O.S. No. 131/2009 dated 18.10.2012 on the file of the Sub Court, Kottayam. The appellant in R.F.A. No. 406/2012 is the plaintiff and the respondents are the defendants in O.S. No. 55/2009. The appellants in R.F.A. No. 761/2013 are defendants 6 to 12 and the respondents are the plaintiff and defendants 1 to 5 and 13 in O.S. No. 131/2009. Parties in these appeals will be referred to as described before the court below. Parties in both the suits are the same. The suits deal with two different partnership firms. However, the terms contained in both the partnership deeds are admittedly the same. As the parties and the terms of the deeds are the same, the appeals are being disposed of together. Both the aforesaid suits were filed by the plaintiff for dissolution of partnership and rendition of accounts. O.S. No. 55/2009 was for dissolution of partnership by name Anupama Theatres and O.S. No. 131/2009 was for dissolution of the partnership by name Apsara Theatres. According to the plaintiff, the partnership business is to be conducted by the Managing Partners who have a duty to keep proper accounts and convince the other partners of the details of the accounts. They are liable to prepare the balance-sheet and share the profits with the partners in accordance with their share. This is not being done. Hence the plaintiff is not interested in proceeding with the partnership business. So, she sent Ext.A2 notice for dissolution of the partnership firms and thereafter filed the aforesaid two suits. The defendants disputed the claim of the plaintiff and contented that if the latter is desirous of retiring from the firms, she is free to do so. In such eventuality, the plaintiff can be given her share of profits. But she cannot insist for a dissolution of partnerships as the retirement of a partner would not result in dissolution of the same.

2. In O.S. No. 55/2009, the learned Principal Sub Judge, Kottayam, finding that Ext.A1 partnership deed dated 10.07.2003 relating to Anupama Theatres is not one AT WILL, dismissed the suit. However, the learned Additional Sub Judge in O.S. No. 131/2009 finding that Ext.A1 partnership deed dated 10.07.2003 relating to Apsara Theaters is a partnership AT WILL, decreed the suit. The court below in O.S. No. 55/2009 referring to the various clauses in Ext.A1 with specific reference to clause 16(b), which deals with retirement of a partner, held the partnership to be one AT WILL. The learned Additional Sub Judge in O.S. No. 131/2009 on the other hand held that there is neither an express or implied provision relating to duration or determination of the partnership in the deed and that the clause relating to retirement of a partner cannot be equated with ‘determination’ within the meaning of Section 7 of the Partnership Act, 1932 and hence finding that it is a partnership AT WILL, proceeded to decree the suit.

3. Heard Sri. Mathew John, the learned counsel for the appellant in R.F.A. No. 406/2012 and for respondents 1 to 7 in R.F.A. No. 761/2013; Sri. Reji George, the learned counsel for the appellants in R.F.A. No. 761/2013 and also for respondents 7 to 10 in R.F.A. No. 406/2012 and Sri. Jagan Abraham M. George, the learned counsel for additional eighth respondent in R.F.A. No. 761/2013 and for additional 15th respondent in R.F.A. No. 406/2012.

4. The only point to be decided is - whether the partnership firms referred to in Ext.A1 deeds are partnerships AT WILL? The learned counsel for defendants 6 to 12 (Appellants in R.F.A. No. 761/2013) submitted that though the deeds say that the partnerships are AT WILL, a harmonious reading of the clauses in both the deeds would show that there is in fact a duration for the business, which can be implied from the terms contained therein. The partners intended the business, which is a family business, to be continued till the business of owning and running c