1. Civil Revision Application against rejection of Order VII Rule 11 application to reject plaint in suit for specific performance by partners of dissolved unregistered firm. (Para 4 , 5 , 6 )
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2025 Supreme(Online)(Guj) 13526
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
SANJEEV J.THAKER
Splendid Infrabuild LLP – Appellant
Versus
Manuben Nanubhai Bharvad – Respondent
R/CIVIL REVISION APPLICATION NO. 11 of 2023
Advocates appeared:
MR DHAVAL DAVE, SR ADV with MR DHAVAL SHAH(2354) for the Applicant(s) No. 1,1.1,1.2
MR SANJAY MEHTA, SR ADV with MR DM DEVNANI(5880) for the Opponent(s) No. 1,2,3,4,5,6
NOTICE ISSUED BY PUBLICATION for the Opponent(s) No. 10
NOTICE SERVED for the Opponent(s) No. 8
NOTICE SERVED BY DS for the Opponent(s) No. 11,12,13.1,13.2,9
PRITESH M SHAH(8405) for the Opponent(s) No. 1,2,3,4,5,6
SHRIKAR H BHATT(2573) for the Opponent(s) No. 7.1,7.2,7.3,7.4,7.5,7.6
MR DHAVAL DAVE, SR ADV with MR DHAVAL SHAH(2354) for the Applicant(s) No. 1,1.1,1.2
MR SANJAY MEHTA, SR ADV with MR DM DEVNANI(5880) for the Opponent(s) No. 1,2,3,4,5,6
NOTICE ISSUED BY PUBLICATION for the Opponent(s) No. 10
NOTICE SERVED for the Opponent(s) No. 8
NOTICE SERVED BY DS for the Opponent(s) No. 11,12,13.1,13.2,9
PRITESH M SHAH(8405) for the Opponent(s) No. 1,2,3,4,5,6
SHRIKAR H BHATT(2573) for the Opponent(s) No. 7.1,7.2,7.3,7.4,7.5,7.6
A plaint by partners of an unregistered dissolved firm seeking specific performance of a contract made with the firm is barred under Section 69 Partnership Act and limitation, and an illusory cause of action leads to rejection under Order VII Rule 11.
Headnote:(A) Indian Partnership Act, 1932 - Sections 69(1) and (2), Section 42(c) - Code of Civil Procedure, 1908 - Order VII Rule 11 - Limitation Act, 1963 - Articles 54 and 59 - Specific Relief Act, 1963 - Section 15 - Transfer of Property Act, 1882 - Section 53A.
(B) A suit by partners of an unregistered partnership firm for enforcement of contractual rights, including specific performance, is barred under Section 69 of the Partnership Act unless the firm is registered and the suing partners are shown in the Register of Firms.
(C) Under Section 42(c), a partnership consisting of only two partners stands automatically dissolved upon the death of either partner; a clause permitting induction of legal heirs cannot revive a dissolved firm.
(D) A plaint may be rejected under Order VII Rule 11 if the cause of action is illusory, barred by law, or based on contradictory pleadings (approbation and reprobation). (E) Limitation for specific performance under Article 54 runs from the date of knowledge of refusal; registered sale deeds create deemed knowledge under law, and vague averments cannot save a barred claim. (F) The doctrine of part performance under Section 53A of the Transfer of Property Act operates only as a shield, not a sword, and cannot serve as a basis for affirmative relief. (G) Where the main relief is not maintainable, ancillary reliefs like injunction must also fail. (H) A party cannot simultaneously rely on the existence of a firm to assert rights and deny its existence to avoid the statutory bar under Section 69.
Facts of the case:
The plaintiffs, claiming as partners of an unregistered partnership firm (which had only two partners, both deceased), filed a suit for specific performance of an agreement dated 1983 executed with the firm and for cancellation of subsequent sale deeds executed in 2003 and 2008. The defendant filed an application under Order VII Rule 11 CPC for rejection of the plaint on grounds of bar under Section 69 Partnership Act, limitation, and no cause of action. The trial court dismissed the application. The High Court allowed the revision.
Findings of Court:
The plaint was held to be barred by Section 69(1) and (2) as the firm was unregistered and the plaintiffs were not shown as partners in the Register of Firms. The suit was also barred by limitation under Articles 54 and 59 as the cause of action accrued in 1983 or at latest 2003, and the registered sale deeds gave deemed knowledge. The cause of action was illusory as the plaintiffs sought specific performance in their personal capacity of a contract made with the firm, and the firm stood dissolved on the death of the partners. The plaintiffs’ approach amounted to approbation and reprobation. The plaint was rejected under Order VII Rule 11.
Issues: (i) Whether the suit is barred by Section 69 of the Indian Partnership Act, 1932? (ii) Whether the plaint is barred by limitation? (iii) Whether the plaint discloses a cause of action?
Ratio Decidendi: (1) A suit to enforce rights arising from a contract by partners of an unregistered firm against other partners or third parties is not maintainable under Section 69. (2) Dissolution by death under Section 42(c) is automatic for a two-partner firm; no legal relationship survives. (3) Registration of a document gives deemed notice; a stale claim for specific performance after decades is barred. (4) A plaintiff cannot take inconsistent stands - asserting the firm for rights and denying it to avoid the statutory bar. (5) The power to reject a plaint under Order VII Rule 11 exists when the plaint is manifestly vexatious or discloses an illusory cause of action. Result : Civil Revision Application allowed. Impugned order set aside. Application under Order VII Rule 11 allowed. Plaint in the suit stands rejected.
Legal Category Hierarchy
- practice and procedure
- partnership law
- limitation
- specific relief
Table of Contents
2. Defendants contended suit barred under Section 69 of Partnership Act, limitation, and no cause of action; Plaintiffs argued dissolution removes bar and suit within time. (Para 7 , 8 , 9 , 10 , 11 , 12 , 13 , 14 , 15 , 16 , 17 , 18 , 19 , 20 , 21 , 22 , 23 , 24 , 25 , 26 , 27 , 28 , 29 , 30 , 31 , 32 , 33 , 34 )
3. Civil Revision Application allowed; impugned order quashed; plaint rejected under Order VII Rule 11. (Para 100 , 101 , 102 , 103 , 104 , 105 , 106 , 107 )
4. Is a suit for specific performance by partners of an unregistered firm barred under Section 69 of the Indian Partnership Act?
Yes, Section 69(1) and (2) bar suits to enforce contractual rights by or on behalf of an unregistered firm or its partners against third parties or co-partners. (Para 71 , 72 , 73 , 74 , 75 , 76 , 77 , 78 , 79 , 80 , 81 , 82 , 83 , 95 )
5. What is the limitation period for filing a suit for specific performance and when does it start?
Under Article 54 of the Limitation Act, the period is three years from the date fixed for performance or from notice of refusal. The court held cause of action arose in 1983 or at latest 2003. (Para 58 , 59 , 60 , 61 , 62 , 63 , 64 , 65 , 66 , 67 , 68 , 69 , 70 , 94 , 96 , 97 )
6. Does a partnership firm consisting of two partners dissolve automatically upon the death of one partner?
Yes, under Section 42(c) of the Partnership Act, a partnership dissolves upon the death of a partner unless there is a contract to the contrary. With only two partners, no continuation is possible. (Para 37 , 38 , 39 )
7. Can a person who is not a party to a contract seek specific performance of that contract?
No. Under Section 15 of the Specific Relief Act, only parties to the contract or their representatives in interest can seek specific performance. A partner of a dissolved firm cannot enforce a contract made with the firm in individual capacity. (Para 40 , 41 , 42 , 43 , 44 , 45 , 46 , 47 , 48 , 49 , 50 , 51 , 52 , 53 , 54 , 55 , 56 , 57 )
8. If the main relief of specific performance is barred, can a consequential relief of injunction survive?
No, when the substantive relief is not maintainable, any ancillary or consequential relief dependent on it must also fail. (Para 84 , 85 , 86 , 87 , 88 , 89 , 90 , 91 , 92 , 98 )
Modification of Judgment dtd. 15/10/2025 in R/CRA/11/2023
2025:GUJHC:62062 IN THE HIGH COURT OF GUJARAT AT AHMEDABAD R/CIVIL REVISION APPLICATION NO. 11 of 2023 [On note for speaking to minutes of order dated 15/10/2025 in R/CRA/11/2023 ]
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SPLENDID INFRABUILD LLP & ORS.
Versus MANUBEN NANUBHAI BHARVAD & ORS.
==========================================================
Appearance:
MR DHAVAL SHAH(2354) for the Applicant(s) No. 1,1.1,1.2 MR DM DEVNANI(5880) for the Opponent(s) No. 1,2,3,4,5,6 NOTICE ISSUED BY PUBLICATION for the Opponent(s) No. 10 NOTICE SERVED for the Opponent(s) No. 8 NOTICE SERVED BY DS for the Opponent(s) No. 11,12,13.1,13.2,9 PRITESH M SHAH(8405) for the Opponent(s) No. 1,2,3,4,5,6 SHRIKAR H BHATT(2573) for the Opponent(s) No. 7.1,7.2,7.3,7.4,7.5,7.6 ==========================================================
CORAM:HONOURABLE MR.JUSTICE SANJEEV J.THAKER Date : 16/10/2025
ORAL ORDER
The present Note for Speaking to Minute is filed pursuant to the order passed dated 15.10.2025 stating that in the said order in para:80, inadvertently it is transcribed as “Hence, it is done only with the reason to”.
Having gone through the contents of the Note for Speaking to Minute, it appears that the sentence ““Hence, it is done only with the reason to” is inadvertently transcribed. It is ordered to be deleted and para:80 be read as “80. This is also because, if the Plaintiffs do not claim through the Firm, they do not obtain any right to sue.”. Note for Speaking to Minutes is allowed and it is disposed of accordingly. Rest of the order shall remain intact. Fresh writ be issued accordingly.
(SANJEEV J.THAKER,J)
MISHRA AMIT V.
R/CRA/11/2023
2025:GUJHC:62062 IN THE HIGH COURT OF GUJARAT AT AHMEDABAD R/CIVIL REVISION APPLICATION NO. 11 of 2023 FOR APPROVAL AND SIGNATURE:
HONOURABLE MR.JUSTICE SANJEEV J.THAKER ================================================================
Approved for Reporting Yes No Yes ================================================================
SPLENDID INFRABUILD LLP & ORS.
Versus MANUBEN NANUBHAI BHARVAD & ORS.
================================================================
Appearance:
MR DHAVAL DAVE, SR ADV with MR DHAVAL SHAH(2354) for the Applicant(s) No. 1,1.1,1.2 MR SANJAY MEHTA, SR ADV with MR DM DEVNANI(5880) for the Opponent(s) No. 1,2,3,4,5,6 NOTICE ISSUED BY PUBLICATION for the Opponent(s) No. 10 NOTICE SERVED for the Opponent(s) No. 8 NOTICE SERVED BY DS for the Opponent(s) No. 11,12,13.1,13.2,9 PRITESH M SHAH(8405) for the Opponent(s) No. 1,2,3,4,5,6 SHRIKAR H BHATT(2573) for the Opponent(s) No. 7.1,7.2,7.3,7.4,7.5,7.6 ================================================================
CORAM:HONOURABLE MR.JUSTICE SANJEEV J.THAKER Date : 15/10/2025
ORAL JUDGMENT
TABLE OF CONTENTS I . INTRODUCTION…………………………………………………………… 2 II . SUBMISSIONS OF THE DEFENDANT – PETITIONER………………….. 3 III . SUBMISSIONS OF THE PLAINTIFF – RESPONDENT…………………. 1 6 IV. ANALYSIS……………………………………………………………………. . 1 9 CAUSE OF ACTION…………………………………………………………………… 21 Section 42(C) of the Partnership Act……………………………………………..………21 Suit of Specific Performance by the Plaintiffs not maintainable…………………..……23 Illusory Cause of Action……………………………………………………………..………27 BARRED BY LAW……………………………………………………………………. .30 Limitation to seek specific performance – Article 54…………………………………….30 Deemed Knowledge…………………………………………………………………………..33 Plaintiff’s basis of right and Section 69 of the Partnership Act…………………..……3 6 RE: PART PERFORMANCE OF CONTRACT AND ANCILLARY RELIEF…………………. .42 V . JUDGMENTS CITED BY THE PLAINTIFF………………………………. 47 VI . CONCLUSION……………………………………………………………..… 51 R/CRA/11/2023
2025:GUJHC:62062 I. INTRODUCTION
1. Rule returnable forthwith. Learned Advocates for the respective parties waive service of notice of Rule. With the consent of the parties matter is taken up for final hearing.
2. The present Revision Application has been filed to challenge the order dated 21.10.2022, passed by the 18th City Civil and Sess
