1974 (6) TMI 61 - HC - Indian Laws

Appellate Court Upholds Suit Based on Deed of Dissolution

Taramati Anantrai Parekh Versus Gangaram Shamdas and others

The appellate court found the suit maintainable based on the deed of dissolution transferring rights to the appellant. It confirmed the sale was by the ... - Issues Involved:1. Maintainability of the suit.2. Marketable title and privity of contract.3. Timing of payment of the balance purchase price.4. Validity and sufficiency of the deed of dissolution (Exh. C).Issue-wise Detailed Analysis:1. Maintainability of the Suit:The primary issue was whether the suit filed by the appellant was maintainable. The learned Principal Judge initially dismissed the suit on the grounds of maintainability, asserting that the suit should have been filed in the name of the firm or by both partners. However, the appellant argued that the suit was maintainable based on the deed of dissolution (Exh. C), which transferred all rights, title, and interest from the retiring partner to the appellant, making her the sole proprietor of the partnership assets. The court held that the original deed of dissolution was sufficiently stamped and admitted in evidence, allowing the appellant to sue in her name. The court referenced the case of Santdas Moolchand v. Sheodayai to support that a deed of dissolution could include ancillary matters without requiring additional stamp duty. Consequently, the court concluded that the suit was maintainable.2. Marketable Title and Privity of Contract:Respondent No. 1 contended that the contract of sale was not with the firm but with respondent No. 2 in her individual capacity, challenging the privity of contract. However, the court found that the sale was indeed made by the firm and not by respondent No. 2 individually. The court also addressed the issue of marketable title, where respondent No. 1 argued that the title was doubtful due to a third-party claim by Messrs. Bholaram Mulchand. The court rejected this argument, noting that the suit by Messrs. Bholaram Mulchand was dismissed for non-prosecution, and respondent No. 1 had admitted in an affidavit that the sale was complete and he had no doubts about the title. Thus, the court held that a marketable title free from reasonable doubt was made out.3. Timing of Payment of the Balance Purchase Price:The court examined the timing of the payment of the balance purchase price. Respondent No. 1 argued that the balance was payable only after the truck was passed by the Regional Transport Office and the permit transferred. The court found no evidence to support this stipulation as part of the oral contract. It was established that the balance amount became payable once the truck was transferred in the records of the Regional Transport Office to respondent No. 1, which occurred on January 23, 1961. Therefore, the court held that the balance purchase price was due from that date.4. Validity and Sufficiency of the Deed of Dissolution (Exh. C):Respondent No. 1 challenged the validity of Exh. C, arguing that it was not properly stamped and thus inadmissible. The court, however, found that Exh. C was sufficiently stamped as a deed of dissolution, which could include ancillary matters such as the transfer of partnership assets without attracting additional stamp duty. The court referenced the case of Santdas Moolchand v. Sheodayai to support this conclusion. Consequently, the court held that Exh. C was valid and admissible, enabling the appellant to sue in her own name.Conclusion:The court allowed the appeal, set aside the trial court's decree, and passed a new decree ordering respondent No. 1 to pay the appellant the sum of Rs. 20,000 with future interest at six percent per annum and full costs in both courts.