TaxTMI 
TaxTMI 
1948 (2) TMI 14
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....Ltd. (hereinafter referred to as "the company") Rs. 9,00,000 damages for breach of an agreement of 7th December 1907, to employ the firm of Kotibhasker Amin & Co., of which the appellant claimed to be a member, as managing agents of the company. 3. The claim arises in this way. The company was formed in the year 1907 and under Clause 6 of the Memorandum of Association it was provided that the members who then constituted or who might thereafter constitute the firm of Messrs. Kotibhasker Amin & Co. were thereby appointed secretaries, treasurers and agents of the company upon the terms contained in the agreement annexed to the Articles of Association, and it; was expressly provided that in consideration of the services rendered by them in ....
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....retaries, treasurers and agents of the said company for the purpose of carrying on to the best advantage the business of the said company so long as the said company and the said firm should continue to carry on their respective business at the remuneration upon the terms and subject to the conditions thereinafter mentioned; (Clause 2) - That in consideration of the agreement hereinbefore contained on the part of the said firm, and in further consideration of the said firm having promoted the said company, the company thereby promised and agreed with the said firm and its members or member for the time being, that the said firm should be employed as,, and should be the secretaries, treasurers and agents of the said company as long as the sa....
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.... consisted of the said B.D. Amin, one of the original partners, and the appellant. On 5th October 1939, the said B.D. Amin assigned his share in the firm to his son, respondent 2. It is not disputed that on the occasion of any change in the constitution of the firm notice of the fact was given to the company who recorded such fact in its minutes, but it is not alleged that on any of these occasions an express fresh agreement was entered into by the company with the reconstituted firm as contemplated in Clause 2 of the managing agents' agreement. 7. On 20th November 1939, the company, by their attorneys, wrote to the firm alleging that since 5th October 1939, when B.D. Amin, the only remaining original partner, assigned his share in t....
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....32, a firm is recognised as an entity apart from the persons-constituting it, and that the entity continues so long as the firm exists and continues to carry on its business. It is true that the Indian Partnership Act goes further than the English Partner, ship Act, 1890, in recognising that a firm may possess a personality distinct from the persons constituting it; the law in India in that respect being more in accordance with the law of Scotland, than with that of England. But the fact that a firm possesses a distinct personality does not involve that the personality continues unchanged so long as the business of the firm continues. The Indian Act, like the English Act, avoids making a firm a corporate body enjoying the right of perpetual....