2020 Supreme(Mad) 2184
IN THE HIGH COURT OF MADRAS
Amreshwar Pratap Sahi, Senthilkumar Ramamoorthy, JJ.
M. Manickam – Appellant
Versus
I. Pour GKC and RKC & Sons and Ors. – Respondents
W.A. No. 354 of 2020 and C.M.P. No. 5950 of 2020
Decided On : 01-12-2020
Advocate Appeared:
For the Appellant : D. Bharatha Chakravarthy
For the Respondent: O.R. Santhanakrishnan and AR.L. Sundaresan, S.C. assisted by M. Vaikunth
Headnote:
Partnership firm - Dealership Agreement - A partnership firm was constituted under a Partnership Deed - Partners of Partnership Firm was Ipour Munuswamy Chettiar, Smt. M. Susila and Shri. I.M. Manickam (the Appellant herein) - A partnership firm under the name and style of Ipour G.K.C. & R.K.C. and Sons (the Old Partnership Firm) had been constituted earlier by Ipour Munuswamy Chettiar, Shri. R. Jayaraman and Shri. R. Guru. Upon exit of Ipour Munuswamy Chettiar from the Old Partnership Firm with effect from 01.04.1985, partners thereof agreed that he would taken over the petrol bunk business at Lal Bahadur Sastry Street, Pondicherry - Held, There is no evidence that these agreements were acted upon by fulfilling reciprocal obligations thereunder. Consequently, in our view, there are several disputed questions of fact relating to validity and enforceability of documents such as the Release Deed and Fuel Business Family Arrangement - As regards disputes between the Partnership Firm and the Petroleum Corporation, once again, there is an arbitration clause in the Dealership Agreement - Even otherwise, as stated earlier, I.M. Ramakrishnan is not empowered to file and prosecute writ petition on behalf of the Partnership Firm. In this factual and contractual context, the learned single Judge should have declined to exercise jurisdiction - For all these reasons, we conclude that the order of the learned single Judge cannot be sustained - Writ appeal is allowed.
JUDGMENT :
Senthilkumar Ramamoorthy, J.
1. This writ appeal is directed against the order dated 14.02.2020 in W.P. No. 15060 of 2019. The said writ petition was filed by the first Respondent herein challenging the communication dated 20.05.2019 of the Second Respondent, the Hindustan Petroleum Corporation Limited (the Petroleum Corporation) and for a consequential direction to the Respondents 2 to 4 herein to regularise the reconstitution proposal of the first Respondent.
2. A partnership firm under the name and style of IPOUR G.K.C. & R.K.C. and Sons Petrol Bunk (the Partnership Firm) was constituted under a Partnership Deed dated 07.01.1986. The partners of the Partnership Firm were Ipour Munuswamy Chettiar, Smt. M. Susila and Shri. I.M. Manickam (the Appellant herein). A partnership firm under the name and style of Ipour G.K.C. & R.K.C. and Sons (the Old Partnership Firm) had been constituted earlier by Ipour Munuswamy Chettiar, Shri. R. Jayaraman and Shri. R. Guru. Upon the exit of Ipour Munuswamy Chettiar from the Old Partnership Firm with effect from 01.04.1985, the partners thereof agreed that he would taken over the petrol bunk business at Lal Bahadur Sastry Street, Pondicherry. In connection with the same, he inducted his wife, Smt. M. Susila, and his son, I.M. Manickam, as partners and constituted the Partnership Firm under the aforesaid Partnership Deed with effect from 01.04.1985. Under the terms of the said Partnership Deed, the profits and losses of the partnership were required to be shared in the proportion of 51% to I.R. Munuswamy Chettiar, 25% to I.M. Susila Devi and 24% to I.M. Manickam. Clause 11 of the Partnership Deed specified that in the event of death or retirement of one of the partners, the Partnership Firm shall not be dissolved but shall continue among the surviving partners and the male heirs of the deceased or retired partners. As per Clause 13 thereof, disputes are required to be referred for resolution by arbitration. Pursuant thereto, a Dealership Agreement dated 15.04.1986 (the Dealership Agreement) was executed by and between the Petroleum Corporation and the Partnership Firm. The Dealership Agreement was for a period of one year. As per Clause 66 of the Dealership Agreement, disputes were required to be resolved by arbitration. On 09.02.1990, a Family Arrangement was executed as between the Appellant, namely, I.M. Manickam, on the one hand, and his father, Ipour Munuswamy, his brothers, I.M. Udhayasankar, I.M. Radjasegarane and I.M. Ramakrishnan on the other. This Family Arrangement pertained primarily to the truck business and was revoked by a Family Arrangement dated 15.12.1993 relating to division of properties.
3. According to the first Respondent herein, the Appellant executed a Release Deed dated 30.11.1993, retired from the Partnership Firm and relinquished his rights in the Partnership Firm in favour of his father, Ipour Munuswamy Chettiar, and his mother I.M. Susila Devi, i.e. the other partners. In consideration of the release, the Appellant is stated to have received the amounts due to him as regards the capital account, current account, accrued profits and goodwill. Thereafter, another Family Arrangement dated 15.12.1993 (the Fuel Business Family Agreement) was executed by and between the family members of I.R. Munuswamy Chettiar, including the Appellant herein. The Fuel Business Family Arrangement records that the petrol bunk in the name and style of IPOUR GKC & RKC and Sons Petrol Bunk would be absolutely owned by I.M. Udhayasankar, I.M. Radjasegarane and I.M. Ramakrishnan. It further states that the SKD Dealership of M/s. IPOUR Jayaram and Munuswamy at Madagadipet shall be transferred in favour of I.M. Manickam. Clause 6 thereof specifies that I.M. Manickam would retire from the Partnership Firm, which would be reconstituted thereafter with I.M. Udhayasankar, I.M. Radjasegarane and I.M. Ramakrishnan as the partners. Clause 9 records that the original partners of the Partnership F