Partnership continues despite a partner's death if stipulated in the partnership deed; heirs must formally reconstitute the partnership for legal continuity. High Court retains review jurisdiction under Article 227, despite restrictions on interlocutory orders.

JUDGMENT :

S.K. Panigrahi, J.

1. This Writ Petition is preferred by the Petitioner challenging order dated 05.02.2025 passed by the learned Senior Civil Judge (Commercial Court), Bhubaneswar in ARBP Case No.92 of 2024.

I. FACTUAL MATRIX OF THE CASE:

2. The present Petitioner and late Satyabrata Naik were partners of a partnership firm in the name and style of “Jyotsna Alankar” having its principal place of business at Plot No.635, Holding No.68, Ground Floor, At- Darghabazar, PO– Buxi Bazar, Cuttack, District- Cuttack. The Partnership Firm was constituted on 22nd October, 2020 and the Partnership Deed contains the following relevant clauses:

“2. That the firm shall be deemed to have been constituted with effect from 22.10.2020 and shall be a Partnership at Will.”

“9. That the shares of the partners in both Profit and Loss shall be EQUAL.”

“15. That the firm shall not be dissolved upon the death of any partner and shall continue to be carried on with heir, successor or legal representative of the deceased partner.”

“16. That in case of dispute, the matter shall be referred to a single Arbitrator selected and appointed by both the partners and his/her decision shall be final and binding to both the partners.”

3. In the meantime, Late Satyabrata Naik expired on 10.08.2024, leaving behind the Opposite Parties as his legal heirs and successors in interest. The Opposite Parties, by virtue of Clause 15 of the Partnership Deed as reproduced above, claim to have stepped into the shoes of Late Satyabrata Naik to continue the Partnership Firm.

4. However, it is alleged by the Opposite Parties that the present Petitioner was causing obstruction and hindering their access to the books of the Firm, apart from restricting their entry into the place of business and generally causing mischief to personally gain. Thereafter, relying on Clause 16 of the Partnership Deed, the present Opposite Parties vide Notice dated 11.9.2024 sought the appointment of a sole arbitrator for adjudicating the disputes between the Parties.

5. Upon receiving no response to the Notice dated 11.9.2024, the present Opposite Parties approached the Court of the learned Senior Civil Judge (Commercial Court), Bhubaneswar vide ARBP 92 of 2024 under Section 9 of the A&C Act, seeking the following interim reliefs:

“It is therefore prayed that your honour may graciously be pleased a. To preserve the business establishment i.e. Jyostna Alankar, Daraghabar, Cuttack and necessary order in this regard be passed for its interim custody.

b. Injunct the Respondent No.1 from obstructing the Petitioners to enter into the business premises and to look after the business affairs of the firm and to take any coercive action as against the Petitioners.

c. Cost of the proceeding be awarded in favour of the Petitioners.

d. Any other reliefs as deem fit and proper be awarded in favour of the petitioners.

Xx xx xx..”

6. In response to the same, the present Petitioner filed an application under Order VII Rule 11 of the CIVIL PROCEDURE CODE and Section 2 (1)(e) of the A&C Act for return of the plaint under Section 9 of the A&C Act preferred by the Opposite Parties broadly under the following grounds:

a. The present Opposite Parties have not placed any document on record to show that they are the legal heirs of Late Satyabrata Naik.

b. The present Opposite Parties are not “party” to the Partnership Deed and as such they have no cause of action to invoke arbitration.

c. The petition under Section 9 of the A&C Act preferred by the Opposite Parties is filed contrary to Order VI Rule 15(A) o