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HIGH COURT OF MADRAS
G.R.SWAMINATHAN, J
V.Thirugnanasambandam – Appellant
Versus
The Divisional LPG Sales Head – Respondent
Transfer - Distributorship - Will and Partnership Deed - The court recognized the validity of a registered Will for reconstituting a partnership into proprietary concern, evaluating the partnership deed and actions of the deceased prior to his death.
Fact of the Case:
The petitioner's father, an LPG distributor, wished to transfer shares to the petitioner and his grandson before his death. After his passing, the corporation rejected the request for reconstitution based on not receiving necessary documents.
Finding of the Court:
The court found that the request could be honored based on the deceased's clear intent and a registered Will, and that the partnership terms allowed for the continuation of business post-death without dissolution.
Issues: Whether the partnership could be reconstituted post-death of a partner based on a Will and previous intentions regarding share transfer.
Ratio Decidendi: The Will executed by the deceased and the partnership deed provisions allowed for reconstitution despite the lack of required documents at the time of the father's death.
Final Decision: The court ordered the reconstitution of the distributorship, recognizing the petitioner as the sole proprietor.
ORDER
Heard both sides.
2. The petitioner's father K.Veluchamy was appointed as LPG Distributor by IOCL in the year 1988. The dealership was then a proprietary concern run in the name of “Jothi Gas Agencies”. Subsequently, the proprietary concern was reconstituted as partnership. The petitioner had 49% while his father had 51% share. The petitioner's father reached the age of 90 years on 07.01.2022. He therefore wrote to the respondent for inducting the petitioner's son Vignesh Prabhu. He wanted to transfer his share in the partnership. But the process could not be completed for various reasons. Veluchamy passed away on 15.01.2024. The petitioner thereupon wrote to the respondent for reconstituting the distributorship since by virtue of the Will executed by his father on 27.09.2001, he had become the sole proprietor of “Jothi Gas Agencies”. Since the respondent did not act on the petitioner's request, this writ petition came to be filed.
3. When the matter was taken up for hearing, the learned standing counsel for the corporation informed the Court that the petitioner's request has been rejected. Thereupon, the writ prayer was amended challenging the rejection order.
4. The learned counsel appearing for the petitioner reiterated all the contentions set out in the affidavit filed in support of the writ petition. Reliance was placed on the order dated 02.09.2022 made in W.P.No.6314 of 2017. The learned counsel called upon this Court to set aside the rejection order and grant relief as prayed for.
5. The respondent has filed counter affidavit and also typed set of papers.
The learned standing counsel took me through its contents. According to the respondent, the request made by Thiru.Veluchamy in the year 2022 was not processed. The respondent had called upon the petitioner as well as Thiru.Veluchamy to furnish certain documents. Since the said documents were not furnished, the application for reconstitution came to be closed. Now, Veluchamy is no more. The question of making nomination in favour of the petitioner does not arise. The respondent cannot take cognizance of any Will executed by the deceased Veluchamy. The petitioner has to necessarily obtain NOC from his siblings. Since the petitioner is not able to furnish such NOCs from the other legal heirs of Veluchamy, the question of reconstitution of the distributorship on the basis of the Will does not arise. The learned standing counsel was at pains to submit that the respondent cannot go against their own norms and policies. The respondent pressed for dismissal of the writ petition.
6. I carefully considered the rival contentions and went through the materials on record.
7. The basic facts are not in dispute. Veluchamy was originally the LPG distributor for the respondent corporation. Later, the proprietary concern (Jothi Gas Agencies) was reconstituted and the petitioner was inducted as partner. Veluchamy had 51% share, while the petitioner had 49% share. The question is whether the distributorship should be once again reconstituted and it should be converted into proprietary concern. The corporation insists that the petitioner must have received nomination during the life time of Veluchamy. It is seen that during his life time, the letter dated 07.01.2022 was sent proposing to confer 51% of shares on the petitioner and 49% of shares on the petitioner's son. In other words, Veluchamy wanted his son and grandson to become the partners. It is true that in response to the said application, the corporation called upon the applicants to submit as many as 18 documents. Unfortunately, the documents were not submitted during the life time of Veluchamy. Veluchamy himself passed away on 15.01.2024. Now the question that calls for consideration is whether reconstitution can take place on the strength of the Will dated 27.09.2001 executed by Veluchamy in favour of the petitioner. It is relevant to mention here that the Will is a registered document (Document No. 46/2001). A learned Judge of
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