Guardian cannot replace a minor as partner where the deed shows minors as parties and assigns profits and losses directly.

A partnership deed cannot be read to treat a guardian as a partner in substitution for a minor where the deed itself shows the minor as a party and allocates profit and loss shares in that manner. The Karnataka High Court analysis distinguished authorities on different facts and rejected any construction that would rewrite the document into a valid adults-only partnership. It also held that the benami concept was inapplicable because the minors were expressly named and the capital belonged to them. On that footing, the arrangement was treated as an invalid admission of minors as full partners, and registration was not available on the basis urged by the assessee.

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Issues: Whether a guardian of a minor can be treated as a partner of the firm for the purpose of registration, and whether the partnership deed, by treating the minor as sharing profits and losses through the guardian, was valid for registration.

Analysis: The deed specifically described the minors as being represented by their respective guardians, but it did not state that they were admitted only to the benefits of partnership. The clause on profits and losses allocated shares against the guardians' names, and the deed treated the minors, for all practical purposes, as partners with the same incidents of participation as adult partners. The principle that a guardian may secure only the benefits of partnership for a minor did not support reading the deed as creating a valid partnership between adults alone, because that construction would rewrite the document and make a new contract. The concept of benami was also inapplicable, since the minors were expressly shown in the deed as parties and the capital belonged to them. Authorities dealing with different factual settings, where minors were not shown as partners, were distinguished.

Conclusion: The guardian could not be treated as a partner in substitution of the minor on the terms of this deed, and the arrangement amounted to an invalid admission of minors as full partners. The question was answered in the negative, against the assessee and in favour of the Revenue.

Final Conclusion: The reference was answered by holding that the partnership deed did not qualify for registration on the footing urged by the assessee, and the Revenue's objection succeeded.

Ratio Decidendi: A partnership deed cannot be construed to validate the admission of a minor as a full partner, or to substitute the guardian as partner, where the deed itself shows the minor as a party and allocates profits and losses in a manner inconsistent with admission only to the benefits of partnership.

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