Vesting of partnership assets by operation of law means converted companies need no separate written copyright assignment to enforce rights.

Vesting by operation of law under the companies regime transfers partnership assets to the successor company on registration, so a separate written assignment of a copyright registered in the partnership's name is not required for the company to enforce that right; the asset vests as a going concern under the statutory conversion mechanism, and therefore the statutory assignment requirement does not apply where there is no distinct transferor and transferee at the relevant time. The practical effect is that a company formed by conversion succeeds to partnership intellectual property automatically and plaints need not allege a separate written assignment.

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Issues: Whether the plaint is liable to be rejected on the ground that the copyright registered in the name of a partnership firm was not validly assigned to the plaintiff company by a written instrument as required by section 19 of the Copyright Act.

Analysis: The partnership firm was reconstituted in 1999 and the private limited company was incorporated in 2001 with memorandum and articles providing for acquisition of the partnership as a going concern, fixed share capital, limited liability, and restriction on public invitation, consistent with registration under Part IX of the Companies Act. Capital accounts of the partners were shown transferred to the company and shares were allotted to the partners. The legal framework under Part IX and section 575 provides for vesting of partnership assets in the company on registration as a company formed under that Part. Established authorities indicate that where a partnership is converted into a registered company and assets vest by operation of law as a going concern, no separate written assignment is necessary and there is no transfer involving distinct transferor and transferee at the relevant time.

Conclusion: The requirement of a separate written assignment under section 19 of the Copyright Act is not attracted because the partnership's assets, including the copyright, vested in the company on registration under Part IX of the Companies Act, 1956. The application to reject the plaint is therefore dismissed.

Ratio Decidendi: Where a partnership firm is registered as a company under Part IX of the Companies Act, 1956 and its assets vest in the company as a going concern by operation of section 575, no separate written assignment of an asset registered in the partnership's name is required to enable the company to enforce rights in that asset.

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