2025 (7) TMI 919 - SC - Indian Laws

Partnership firm continues after partner's death when deed allows under Section 42 Partnership Act

SC held that partnership firm did not automatically dissolve upon death of one partner where deed provided otherwise. Under Section 42 of Partnership Act, ... Continuation of pertnership, despite the death of one of the partners - applicability of Section 42 of the Partnership Act - To be dissolved automatically or not - Or mere change of Constitution - HELD THAT:- It would be prudent to first refer to the Dealership Agreement dated 11.05.1990 which lays down the conditions of dealership inter alia that in the event of death of any partner, the subsisting partners of the dealership shall immediately inform to the IOCL about the death of the partner with necessary details of legal heirs of the deceased partner; whereupon it would be open for the IOCL to:- (i) either continue the dealership with the existing firm; or (ii) to have the fresh agreement of the dealership with the firm if reconstituted; or (iii) to terminate the dealership agreement. The above three conditions are evident from the plain and simple reading of Clause 30 of the dealership agreement. It is an admitted position that the IOCL till date has not exercised the option of terminating the dealership of the firm, rather has provided opportunity to the firm to reconstitute itself. The firm has been reconstituted as per the proposal submitted on 13.04.2010 having the surviving partners and Vijay Sonthalia, one of the heirs and legal representatives of the deceased, as the third partner. However, the said reconstituted firm has not been recognised by the IOCL simply for the reason that all the heirs and legal representatives of the deceased persons have not joined or have not expressed their unwillingness to join the partnership firm. It is settled in law by virtue of Section 42 of the Partnership Act, 1932 that the partnership will stand dissolved inter alia on the death of the partner but this is applicable in cases where there are only two partners constituting the partnership firm. The aforesaid principle would not apply where there are more than two partners in a partnership firm and the deed of partnership provides otherwise that the firm will not stand automatically dissolved on the death of one of the partners - In the case at hand, the partnership consisted of three partners and the deed of partnership, in unequivocal terms, provided that the death of a partner shall not cause discontinuance of partnership and the surviving partners may continue with the business. Therefore, the principle laid down under Section 42 of the Partnership Act would not be applicable and the partnership would continue despite the death of one of the partners. The IOCL appeared to have misconstrued its own guidelines in not recognising the reconstitution of the partnership firm with the surviving partners and one new partner being one of the competent heir and legal representative of the deceased partner. The impugned order(s) of the High Court need not be interfered - SLP dismissed. The core legal questions considered by the Court include: (i) whether the death of a partner in a multi-partner partnership firm automatically dissolves the firm under the Indian Partnership Act, 1932; (ii) the validity and applicability of the dealership agreement clauses concerning reconstitution of the partnership and continuation or termination of dealership on death of a partner; (iii) the interpretation and enforcement of the revised policy guidelines dated 01.12.2008 issued by the Indian Oil Corporation Limited (IOCL) regarding reconstitution of partnership firms upon death of a partner; (iv) whether IOCL acted arbitrarily and beyond its powers in refusing to recognize the reconstituted partnership firm and discontinuing kerosene supply; and (v) the extent of judicial intervention in directing continuation of supply pending reconstitution of the partnership.Regarding the first issue, the Court examined the provisions of the Indian Partnership Act, 1932, especially Section 42, which provides that a partnership is dissolved on the death of a partner, but this applies primarily to two-partner firms. The Court noted that where the partnership deed provides otherwise and the firm consists of more than two partners, the firm does not automatically dissolve on a partner's death. The partnership deed in this case explicitly stipulated that the death of a partner would not cause discontinuance of the partnership business and that the surviving partners may admit competent heirs of the deceased partner. The Court relied on authoritative precedents including decisions from the Supreme Court and various High Courts, which established that death of a partner results in change in constitution but not dissolution if the deed so provides. Thus, the Court held that the partnership continued despite the death of the major partner.On the second issue, the Court analyzed the dealership agreement dated 11.05.1990 entered between the partnership firm and IOCL. Clause 30 of the agreement required immediate notification to IOCL upon death of a partner, and gave IOCL three options: continue dealership with the existing firm, enter into a fresh agreement with the reconstituted firm, or terminate the dealership agreement. The Court found that IOCL had not exercised the termination option and had allowed the firm to propose reconstitution including surviving partners and one heir. However, IOCL refused to recognize the reconstituted firm because not all legal heirs had joined or expressed willingness to join. The Court interpreted the agreement as permitting continuation of the dealership with the existing firm unless formally terminated, and that IOCL could not unilaterally discontinue supply without terminating the dealership.The third issue involved the interpretation of the revised policy guidelines dated 01.12.2008 issued by IOCL. Clause 1.5 required reconstitution of the partnership with legal heirs and surviving partners upon death of a partner. IOCL contended that since all heirs had not joined or consented, it was not bound to continue supply. The Court rejected this narrow interpretation, noting that the guidelines did not mandate all heirs must join or provide no objection certificates. Instead, the guidelines allowed reconstitution with willing heirs and surviving partners. The Court emphasized that the partnership deed itself permitted surviving partners to admit any competent heirs on mutually agreed terms, and IOCL had no role in determining competency or mandating unanimity among heirs. The Court concluded that IOCL misconstrued its own guidelines by refusing to recognize the reconstituted firm with some heirs and surviving partners.On the fourth issue, the Court scrutinized IOCL's conduct in refusing to continue kerosene supply to the firm pending reconstitution. The Court found IOCL's approach to be arbitrary, high-handed, and lacking fairness, especially since the partnership business had been running continuously for many years and the heirs had not challenged the High Court's directions allowing continuation. The Court underscored that IOCL, as a state instrumentality, must act in the interest of consumers and not disrupt ongoing business by adopting hyper-technical interpretations of policy guidelines. The Court held that IOCL's refusal to extend supply without termination of dealership was unjustified and contrary to the principles of equity and commercial fairness.Finally, on the issue of judicial intervention, the Court supported the High Court's exercise of writ jurisdiction under Article 226 of the Constitution to issue mandamus directing IOCL to continue kerosene supply to the partnership firm until proper reconstitution or termination by competent courts. The Court noted that the High Court's directions balanced the interests of the parties and consumers, allowed for review on a yearly basis, and preserved the rights of all heirs to approach civil courts for probate or partition. The Court affirmed that such judicial oversight was necessary to prevent arbitrary exercise of statutory powers by IOCL and to ensure continuity of business and supply to consumers.The significant holdings include the following:'The partnership would continue despite the death of one of the partners in terms of the Partnership Deed.''The death of any partner shall not cause discontinuance of the partnership business and the surviving partners may continue the business and the interest of the deceased partner shall vest in the legal heirs of the deceased.''The IOCL could not have discontinued the supply of kerosene to the existing firm without terminating its dealership.''The guidelines nowhere stipulate that it is mandatory for all the legal heirs to join or reconstitute the partnership firm or otherwise to express their unwillingness to participate.''The insistence of the IOCL that all the legal heirs of the deceased partner should join the reconstituted firm or give 'No Objection Certificate' to the reconstituted firm would be contrary to the spirit of the original deed of partnership.''The IOCL is supposed to act in a manner which is beneficial for the continuance of the business and not to adopt an arbitrary approach thereby creating hindrance in the running business.''The High Court issued mandamus directing IOCL to continue the supply of kerosene to the existing partnership firm till it is properly reconstituted, subject to any order that may be passed in the probate case or by the competent Civil Court.'The Court's final determination was to dismiss the Special Leave Petition filed by IOCL, upholding the High Court's orders directing continuation of kerosene supply to the partnership firm. The Court emphasized that IOCL should avoid interfering with the continuance of any running business by adopting narrow or technical interpretations of policy guidelines and must act fairly and equitably in the interest of consumers and business continuity.