AIR 2008 (NOC) 2137 (KAR.) = 2008 (3) AIR KAR R 291 ::2008 (3) AIR Kant HCR 291 ::2008 A I H C 2457 ::(2008) 5 Kant LJ 220

Karnataka High Court

Hon'ble Judge(s): V. Jagannathan , J

(A) Partnership Act (9 of 1932) S. 32, 24 — Retirement of partner — Notice of retirement — Given to one partner who habitually acts in business of Firm — Notice operates as notice to Firm inasmuch as Firm includes all partners — Notice not defective — Letter by retiring partner expressly stating that he is desirous of retiring from partnership Firm and that his account also be settled by assessing assets and liabilities — Clearly expresses his intention to retire — Moreso, when from date of retirement till his death i e for 24 years the retiring partner did not draw any profits — Nor any material was produced by plaintif filing suit for dissolution of Firm to show that retiring partner drew his shares of profit during relevant period or continued as partner till his death (Para 43,44,45)

(B) Partnership Act (9 of 1932) S. 4 — Definition of “partnership” — Existence of a contract is a sine qua non of relationship of partnership — Such a contract can be either expressed or implied — Clause in Partnership Deed stating that heirs or representatives in interest of dead partners shall be entitled to be partners in Firm — Word ‘entitled’ used in clause should not be construed to mean “in place of deceased partner” — Unless heir or representative of deceased exercises his option pursuant to use of expression ‘entitled to’ no inference can be drawn as to existence of partnership — Heirs of deceased partner do not automatically become partners Words and Phrases — Words ‘entitled to’ — Meaning of qua partnership continuity (Para 71,75,78,79)

(C) Transfer Of Property Act (4 of 1882) S. 52 — Lis pendens doctrine — Is attracted only when any right to immoveable property is directly or indirectly in question — Case for dissolution of Firm and to deliver accounts of Firm and also to deliver yield by putting partners in separate possession of portion of land awarded to share of retired partner — S 52 not attracted (Para 89)