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Judgment
The petitioners are the disgruntled partners of a partnership firm, who have been expelled from the said Firm by the two remaining partners. The
petitioners seek protective orders in relation to the business and accounts of the Firm in pursuance of an arbitration clause contained in the Partnership
Deed dated 21st October, 2019.
The basis of seeking such orders as would appear from the submissions of learned counsel appearing for the petitioners is a fabricated partnership
deed bearing the same date i.e. 21st October, 2019, which reflects the petitioners as being entitled to 33% of the profits and the gross assets of the
firm. According to counsel, the respondents have proceeded on the basis of being the majority partners of the firm and obtained an order of injunction
restraining the petitioners from interfering with the business of the firm. Counsel places the relevant clauses of the Partnership Deed which reflects
the petitioners as having 33% share of profits and gross assets of the firm as well as the factual aspect of the matter, namely, that the respondents are
in total control of the affairs of the firm despite there being a substantial discrepancy in the shares as represented by the two competing Partnership
Deeds. Counsel seeks appointment of a Receiver to take accounts of the partnership business or make an inventory thereof.
Learned counsel appearing for the respondents resists the orders as prayed for by relying on the earlier order passed by this Court on 7th / 8th July,
2021 on an application filed by the respondents under Section 9 of the Act. Counsel places relevant portion of the order to persuade the Court that no
interim orders are necessary in the present facts.
Upon considering the material on record and the order dated 7th / 8th July, 2021, this Court is of the view that the conduct of the petitioners disentitle
the petitioners from seeking any interim orders pending adjudication of the correct shares of profits and assets of the partnership firm in the arbitration.
Admittedly, the petitioners have not responded to the notice for appointment of an Arbitrator and have also not filed their affidavit which was directed
by the order dated 7th / 8th July, 2021. The order also does not appear to have been challenged by the petitioners till date. The disputed figures in the
two Partnership Deeds were before this Court on the earlier occasion and the Court held that the said issue can be adjudicated in the arbitration. The
basis of the petitioners’ expulsion from the firm was also held to be correct on the ground of the disruptive activities on the part of the petitioners.
The fact of the petitioners infusion of Rs.10 crores to the partnership firm thereby seeking to justify an enhanced share of the firm’s profits and
assets can well be gone into during the course of arbitration. More important, the order passed by this Court on the earlier occasion permits the parties
to take steps for preventing dissipation of the firm properties pending arbitration. The present application does not give any particulars of how the
respondents are proceeding to dissipate the properties or what these assets are. In the absence of such particulars and the unresponsive steps taken
by the petitioners in aid of arbitration, this Court is not inclined to pass any interim orders in favour of the petitioners since that would permit the
petitioners in taking the benefit of a disputed fact without aiding the process of arbitration.
In view of the above, there shall be a direction for affidavits. The respondents shall file their affidavit-in-opposition within two weeks from date; Reply
within a week thereafter.
List this matter after three weeks.
The affidavit-of-service is kept on record.