Jai Singh vs Hari Singh and Others

Dua, J.—The only question canvassed in this Court on appeal before us relates to the challenge to the decision of the Court below on issue No. 5. If the challenge succeeds, then the appeal will have to, be allowed and the suit of Hari Singh and his son Swaran Singh plaintiffs will have to be dismissed.

The facts giving rise to the controversy briefly stated and not controverted at the bar are that Hari Singh, one of the plaintiffs, and Jai Singh, defendant No. 1. along with some others were share-holders in a firm ''called Friends & Company. Hari Singh was also running a mill for grinding flour and expelling oil. This firm was known as M/s. Joginder Singh Swaran Singh. Joginder Singh and Swaran Singh, it may be pointed out, the sons of Hari Singh. Jai Singh entered into a partnership with Hari Singh and Joginder Singh on 14.6.1953 as per partnership deed a copy of which is marked as Exhibit PC/1. In this document, it is stated that Hari Singh and Joginder Singh had been running a flour and oil mill known as S. Joginder Singh -Swaran Singh for about 23/4 years and on 14.6.1953 Joined Jai Singh as a partner on the conditions mentioned in the deed. The mill would be run under the firm name S. Joginder Singh-Swaran Singh up to 31. 3. 1354. The value of the machinery to be used by the firm was assessed by all the three executants at Rs. 20,000/- and this was considered to be the investment by Hari Singh. Jai Singh invested a sum of Rs. 10,000/- at that time. Each of the three partners were, however, to have equal shares in profit or loss. All the three partners were to maintain the accounts and were responsible for the correctness of the entries made therein. On 31st March 1954, the name of the factory was to be changed to such other name as would be decided unanimously by all the three partners. For the dealings prior to 14th June 1953, Jai Singh was to have no concern; in other words, he had neither any right in those transactions nor any liability arising out of them. Jai Singh was also entitled to dissolve the partnership whenever he like, but Hari Singh and Joginder Singh could not compel Jai Singh against his will to dissolve it before 31st March 1954. After that date, any partner could at his sweet will dissolve the partnership and on dissolution every partner would be entitled to get his own share. If Jai Singh wanted to separate within six months after getting the partnership dissolved, he was entitled to do so by having his capital of Rs. 10,000/- along with one-third share of profits. In case of loss. Jai Singh could take the remaining capital after deducting the loss proportionate to his one-third share. Each partner was entitled to get Rs. 150/- mensem for his own domestic expenses. In case of need of additional capital, any one of the partners could invest further capital on which he would be entitled to charge interest at the rate of 8/-. As per cent per mensem. These are some of the prominent features of the terns of the partnership-deed. It is not disputed that this partnership business continued only for about 8 months. According to Hari Singh plaintiff after 17th February, 1954 when the partnership business was closed down, the share of Joginder Singh was purchased by Swaran Singh who it may be recalled, is also Hari Singh''s son, but apparently that makes little difference because we are mainly concerned with the period for which the partnership between Hari Singh, Joginder Singh and Jai Singh lasted. It appears that the partners were not happy with the way in which this business was being carried on and we find that on 17th February, 1954, Hari Singh, Jai Singh and Joginder Singh agreed to dissolve the partnership, but since they could not agree on the settlement, of accounts they appointed S. Hakam Singh and S. Bishan Singh as arbitrators who were required to give their award within 60 days. In case they could not do so, then the arbitration agreement was to be considered void. A translation of this agreement is Exhibit D.W. 6/A and is thumb-marked by Shri Hari Singh and signed by Jai Singh and Joginder Singh. It was witnessed by Shri Chand son of S. Gopal Singh and S. Kaka Singh son of Chet Ram. On 15th April, 1954, Hari Singh, Jai Singh and Joginder Singh as per Exhibit D.W. 6/B gave to the arbitrators a further period of two months for making the award. It was again reiterated that whatever the arbitrators decided would be acceptable to the parties. It appears that no formal award was made by these arbitrators and we find that on 3rd August, 1954, the deed of dissolution of partnership was executed by Hari Singh, Jai Singh and Swaran Singh, in which it is recited that a partnership had come into being on 14th June, 1953 and that on withdrawal of Joginder Singh from the partnership, Swaran Singh became a partner in place of Joginder Singh. In the deed, it is described that Joginder Singh transferred his share in favour of Hari Singh and Swaran Singh. On account of inadequacy of income from the business, according to the recitals in this deed, the idea of running the factory in partnership was dropped. It is also recited that on account of disagreement regarding accounts, the parties appointed S. Hakam Singh and S. Bishan Singh as arbitrators and since the matter was not decided as contemplated, Jai Singh filed a suit for cancellation of partnership and rendition of accounts, in which the next date of hearing was fixed for 6th August 1954. Realising that litigation would be harmful to all the parties, accounts were settled between them. After the bahis and khata had been inspected by them to their entire satisfaction, a sum of Rs. 2.860/10/9 was found due to Shri Jai Singh from Shri Hari Singh and Shri Swaran Singh. Both Hari Singh and Swaran Singh having admitted this amount to be due from them paid a sum of Rs. 460/10/9 to Jai Singh and executed a bond for the remaining amount of Rs. 2,400/- in Jai Singh''s favour. Jai Singh was to have no concern with the firm (Flour Mills etc.) known as Joginder Singh Swaran Singh and Hari Singh and Swaran Singh were to be responsible for the future transactions of the said firm. In case Jai Singh had taken any loan prior to 3rd August 1954 in the name of the said firm and no entry was forthcoming in respect of such loan in the bahi khata, then Jai Singh alone was to be responsible therefor. In the same way if Hari Singh and Swaran Singh had raised any loan in the name of the firm in respect of which no entry was forthcoming in the bahi khata then Hari Singh and Swaran Singh alone were to be responsible for this payment. Bahi Khata, cash books, one kachi rokar and cash were taken into possession by Hari Singh and Swaran Singh intact. If sales tax or income tax etc. for the period of the subsistence of partnership had to be paid, then Jai Singh was to be responsible only to the extent of one-third share. The bond to which reference has been made in the deed of dissolution of partnership is Exhibit P. E. and this was also executed at the time of the deed of dissolution. Both these documents were signed by Swaran Singh and thumb-marked by Hari Singh having been scribed by Wazir Singh petition writer. They were, it is noteworthy, witnessed by Hakam Singh and Bishan Singh, Hakam Singh signing in Gurmukhi and Bishan Singh in Urdu. It is these two documents which were challenged in the suit instituted by Hari Singh and Swaran Singh on 11th November, 1955, out of which the present appeal arises. Joginder Singh was made a pro forma defendant. At this stage, I may point out that Joginder Singh who was also impleaded as respondent No. 3 in this Court, has since died, but it is agreed at the Bar that his death does not affect the proceedings in this Court because no relief is being claimed against him in the present appeal and neither party has attempted to make any point out of this circumstance.

In the plaint, the relevant averments are contained in paragraphs Nos. 4 to 8. It is pleaded that after carrying on the business for some time, on 17th February, 1954, the parties ceased to work the flour mill as partners. Jai Singh, defendant No. 1, made entries in the accounts in his own hand up to 17th February, 1954 and by debiting the entire cash and stock to his account, took away the same. The partnership business came to an end on 17th February, 1954 and the parties appointed Hakam Singh and Bishan Singh as arbitrators for settlement of accounts, but they could not settle the accounts within the prescribed period. The bahis of the partnership, however, remained with the arbitrators. Hari Singh plaintiff, according to the plea, was seriously ill in those days and Swaran Singh was busy with his studies. Jai Singh, defendant No. 1, who had been managing the entire business, therefore, instituted a suit for dissolution of partnership and rendition of accounts. Due to serious illness of Hari Singh and ignorance of Swaran Singh, who was busy in studies during the pendency of that case, Jai Singh took advantage of the situation and by putting pressure of the suit, got executed the deed of dissolution of partnership in his favour on 3rd August, 1954. This, according to paragraph No. 7 of the plaint, was got done without explaining the partnership accounts entered in the bahis and by fraudulently misstating and preparing a false Chitba that Rs. 2 8 0/10/9 were due to him from the plaintiffs. It was by means of this deceit, fraud, misstatement and failure to show the accounts that the deed of dissolution of partnership was got executed. Similarly after recovering Rs. 460/10/9 out of Rs 2,860/10/9, Jai Singh deceitfully and fraudulently secured from the plaintiffs an instalment bond dated 3rd August, 1954 for a sum of Rs. 2,400/-. At the time of execution of these two documents, Hari Singh was seriously ill and Swaran Singh was ignorant and also busy in his studies. It is further pleaded that as these two documents had been secured by Jai Singh during the course of Hari Singh''s illness without showing the partnership accounts and without showing the partnership bahis, the plaintiffs were entitled to sue for cancellation of these documents and also for rendition of accounts etc. On this basis, a decree for cancellation of these documents and for a perpetual injunction restraining defendant. No. 1 from enforcing these documents and also a decree for accounts relating to the dissolved partnership and for the amount ultimately found due was prayed.

Shri Diali Ram Puri, Subordinate Judge 1st Class Patiala, by means of his judgment dated 31st January, 1957 held that the bond dated 3rd August, 1934 was vitiated by found and was, therefore, liable to be cancelled. The partnership was held to have been dissolved on 17th February, 1934 and the plaintiffs were held entitled to reopen the accounts of the dissolved partnership. Hari Singh, Swaran Singh and Jai Singh were held entitled to one-third share each. Shri Ram Sarup, Advocate, was appointed receiver of the partnership account and its effects and also directed to go into the accounts.

The only appeal preferred before us is by Jai Singh, with the result that no objection has been raised by the plaintiffs to the finding of dissolution of partnership to have been effected on 17th February, 1954, nor has any objection been raised to the omission of the Court below to cancel the deed of dissolution of partnership dated 3rd August, 1954. The learned counsel for the parties have taken us through the entire evidence and addressed us on their respective cases on appeal. According to Shri Puran Chand, Hari Singh was mentally very much alert and had indeed been taking part in the proceedings before the arbitrators and was fully aware of the partnership accounts up to 17th February, 1954, the date when the partnership is stated to have been dissolved, and after which admittedly no business worth the name was conducted, Joginder Singh had been actively taking part in the business. It is very strenuously argued that in view of these circumstances, there is no question of any fraud or deceit practised by Jai Singh on Hari Singh, Swaran Singh and Joginder Singh. Even if there be some error of calculation in the accounts, which is not admitted by Shri Puran Chand, that by itself cannot constitute a good ground for cancelling the bond, as the Court below has done. Of course, it is strongly asserted that there is in fact no error in the accounts which have been fully understood by Hari Singh and were indeed maintained by his son Joginder Singh. Even the arbitrators'' who had these books with them, never found fault with the entries in the account books and the finding of fraud is wholly insupportable. Shri Goel, learned counsel for the respondents, has equally forcefully contended that Swaran Singh was an inexperienced lad who was still a student and Hari Singh being admittedly ill, Jai Singh had taken advantage of there being no one to safeguard the interest of the plaintiffs. Jai Singh, according to the learned counsel, had falsely represented that a sum of Rs. 2,860/10/9 was due to him and having induced the plaintiffs to rely on his assertion, secured the bond which has rightly been cancelled by the Court below. According to Shri Goel''s submission, if the accounts are again gone into, no harm would be done to the appellant and everyone will have the satisfaction of getting the accounts settled with full knowledge.

In my opinion, this appeal must prevail and the judgment and decree of the Court below set aside. In order to succeed, the plaintiffs have to show that the bond in question is void or voidable as against them. The plea in the plaint on which the voidable character of the bond is founded is that Hari Singh was seriously ill and Swaran Singh busy with his studies at the relevant time when the bond was got executed. In regard to the plea of serious illness of Hari Singh, our attention has not been drawan to any medical evidence which could disclose the precise nature of illness from which it may safely be concluded that he was not in a position to go into or understand the accounts, Hari Singh has stated that he was under the treatment of one Dr. Sethi, but the doctor produced by him as P.W. 4 is one Shri Hamir Singh, who claims to have got a Homeopathic certificate from Calcutta known as L.M.S.H; after studying only for six months. It appears to us to be be odd that Shri Hamir Singh administered allopathic medicine to Hari Singh who was stated to be suffering from blood poison having taken some poisonous matter. The time or duration of Hari Singh''s illness and treatment by Dr. Hamir Singh has not been disclosed to the Court; nor has the doctor produced his account-books on the plea that he had not been summoned with them. Why Hari Singh should not have summoned the account-books of the doctor remains unexplained. According to Hamir Singh, the plaintiff Hari Singh had also been under the treatment of Dr. Jagjit Singh, though Hari Singh himself denies this fact and states that he had merely consulted Dr. Jagjit Singh. The testimony of Hamir Singh is of no avail to Hari Singh, and indeed is worthless. In the witness-box, Hari Singh would also have the Court believe that even when the partnership-deed Exhibit P/C was executed, he had affixed his thump-impression because he was lying ill and in cross-examination, he has repeated that when he joined the partnership with Jai Singh, he was seriously ill and his hands and feet had failed to work as a result of his "having taken some poisonous matter.". He goes on to say that he was not in his senses during his illness. This statement is most unconvincing and is not supported by any reliable evidence. In the absence of trustworthy medical evidence, I would reject this part of the testimony as clearly untrue. Hari Singh has, however, admitted that he had worked as a Muneem for many years and after giving up the work of Muneem, he had started his own business. This was admitted in cross-examination, but his memory failed him when he was asked as to for how many years he had worked as a Muneem and also as to for how long he had been doing his own business. His memory further failed him when he was asked as to at what age he had started his business when working as a Muneem, his business was confined to bahi khata work and when he started his own business, then too, he used to maintain his bahi khata. Poor to the partnership in question, according to Hari Singh, his son Joginder Singh used to maintain the account of the business. Joginder Singh is stated to be Hari Singh''s son from his first wife and now he is represented to be inimical towards his father Hari Singh. This position has apparently been taken by Hari Singh to explain the non-production of Joginder as a witness by him, because no cogent or convincing material has been placed on the record to support this assertion. Had there been any truth in this assertion, Jai Singh would in all probability have produced Joginder Singh as his witness. The period of business, it may be re-mem bered, is up to 17th February 1954 and up to that date, Joginder Singh was quite clearly working in the business. Swaran Singh who has appeared as P. W. 10, deposes to have purchased the share of Joginder Singh on 17th February 1954. According to him, he did not work in any partnership business and his relations with Joginder Singh were straine. In cross-examination, he has admitted that along with Hari Singh, he had taken charge of the mills in February, 1954, though Hari Singh used to remain in the house. He claims to have been studying in Giani College in which institution, classes used to be held twice a day. He also used to make entries in the bahi though according to Him, Jai Singh used to get some entries made by the witness off and on. From the plaintiff''s evidence itself, I am inclined to take the view that Hari Singh must have been fully aware of the state of the business and of its accounts, both personally and through Joginder Singh and Swaran Singh. Swaran Singh was, in my view, also devoting sufficient time to the business and was grown up enough to understand it and take part in it. Jai Sineh as D.W. 7. admits that Swaran Singh used to attend a private school in the morning and in the evening, but this, in my opinion, does not necessarily exclude the likelihood of Swaran Singh working in the business during a fair part of the rest of the period.

Harnam Singh, who claims to be the first cousin of Hari Singh has appeared as D.W. 1. He was a weighman working at the flour mills, and, according to him, though Hari Singh used to stay at home on account of some disease affecting his hands, he could speak and understand the conversation quite well and was never unconscious. Indeed, Hari Singh used to talk to the witness about the business. Jai Singh, Joginder Singh and Swaran Singh all used to control the Gaddi and the key of the cash box used to remain with them. Any one present out of the three used to write Kacha Rokar as well. The witness ceased working when the partnership was dissolved and his services were terminated by Hari Singh. The witness, of course, admits to have deposed against Hari Singh in the latter''s litigation with Rawail Kaur. According to Sardha Singh D.W. 2, Swaran Singh used to work on the mill and Sardar Singh D.W. 3 has deposed that a boy who used to address Joginder Singh as Bhapa (brother) also used to work on the mill. Wazir Singh, petition-writer, who hails from Hari Singh''s ancestral town in question, appearing as D.W. 5, proved that Exhibits P/C, P.D. and P.E. were written in the flour mills where Hari Singh was present. This witness had also scribed on 17th February, 1954 an arbitration agreement at the instance of Hari Singh. Jai Singh and Joginder Singh. This was also done at the mills but Hari Singh was not present at this occasion. His thumb impression was secured later at his house after explaining to him the contents thereof. Hakam Singh, one of the arbitrators, appointed as per D.W. 6/A dated 17th February. 1954 has appeared as D.W. 6. He has known Hari Singh since before the partition of the country. From his evidence, it is quite clear that Hari Singh had all along been taking keen interest in the business, and indeed, he had the basis of the business with him for a long time. At one stage, Hari Singh is stated to have given a draft for Rs. 2.000 and desired that the matter be settled on payment of this amount to Jai Singh, but the latter insisted on payment of the entire amount found due. All the circumstances in which the bond in question was executed have been stated by this witness. In cross examination, nothing has been elicited from him which would show that he is inimical towards the plaintiff or that he is not telling the truth. Jai Singh defendant has appeared as D.W. 7. He, Joginder Singh and Swaran Singh all used to write Kacha Rokar, though entries from Kacha to Pucca Rohar were mainly made by this defendant. Hari Singh was physically weak, but his two sons used to come to the business. There were two keys of the cash box, one of which used to remain with Jai Singh and the other with Joginder Singh and Swaran Singh. The entire money was invested by Jai Singh and the firm owed money to him alone. Hari Singh had not invested any cash, his contribution being in the form of machinery. Jai Singh has given all details of the appointment of arbitrators. According to him, as the award could not be given within tine, he was constrained to institute a suit whereupon Hari Singh put forth a plea of embezzlement by Jai Singh. The matter was gone into by Hakam Singh and Bishan Singh and Rs. 2,869/- were found due to Jai Singh. In cross-examination, again, nothing has been elicited which would show that the accounts were not known to Hari Singh and Joginder Singh or that Hari Singh was incapable of taking the required interest in the affairs of the business or that Joginder Singh is inimical towards his father and his brother, and for these or other reasons. Joginder Singh had an opportunity of committing a fraud or exercising coercion on Hari Singh and Swaran Singh in securing the bond in question. The details on which cross-examination of Jai Singh is conducted are hardly relevant and certainly not sufficient to establish the charge of fraud or coercion against him.

Considering all the evidence on the record, I am wholly unable to find any fraud or collusion, as pleaded, which would taint the bond in question with a vice which would nullify it. The Court below has come to the conclusion of fraudulent conduct on the part of Jai Singh by means of a process of reasoning which I find difficult to appreciate. Merely because some items in the accounts, as entered in the books are considered by the Court below to be unsatisfactory, it does not, and cannot, mean that fraud had been played by Jai Singh on Hari Singh and that the bond in question had been secured from Hari Singh and Swaran Singh by deceit, misrepresentation and coercion. Granting that fraud has a broader meaning in equity than at law, and intention to defraud or misrepresent may not be a necessary element and that fraud in the sense of a Court of equity may properly include all acts, omissions and concealments which involve a breach of legal or equitable duty, in my opinion, trust or confidence justly reposed and its breach for securing undue and unconscientious advantage over another has still to be established in order to succeed on the charge of fraud. Courts undoubtedly impose on a fiduciary an affirmative duty of utmost good faith and full and fair disclosure of all material facts as well as an affirmative obligation to employ all reasonable care to avoid misleading those who repose confidence in him. But in the present case, there is no fiduciary relationship established and on the evidence on the record and on other relevant material, it is not possible to come to a finding that Hari Singh and Swaran Singh were ignorant of the accounts of partnership business, or could not with reasonable care have been fully aware of those accounts. In such a situation, it is idle, and indeed wholly futile, to put forth the plea of fraud, deceit or concealment of accounts against Jai Singh. It has to be remembered that in Exhibit P.E., the bend dated 3rd August. 1951 executed by Hari Singh and Swaran Singh it is expressly recited that the executants had of their own free will, after settling the accounts, carefully inspecting the bahi khata and satisfying themselves fully, dissolved the partnership with Jai Singh in respect of the factory. It is further recited therein that in this connection, the parties had duly executed that day a deed of dissolution of partnership and at the time of the dissolution, Rs. 2,860/10/9 were found due to Jai Singh from Hari Singh and Swaran Singh. A sum of Rs. 460/ 10/9 was recited to have been paid to Jai Singh and for the balance of Rs. 2,400/-, the bond was executed for paying the amount in 36 monthly instalments, the first instalment of Rs. 67/- payable on 5-9-1954 and the last one of Rs. 55/-. Some other details are also entered in the bond which is witnessed by Hakam Singh and Bishan Singh. Exhibit P.D., the deed of dissolution, also dated 3-8-1954, executed by Hari Singh, Jai Singh and Swaran Singh and witnessed by the same Hakam Singh and Bishan Singh, contains greater details of the circumstances in which the partnership was dissolved. It recites the fact of Hakam Singh and Bishan Singh having been appointed arbitrators to settle the accounts and to arrive at a compromise and on their failure to do so, a suit having been instituted by Jai Singh for dissolution of partnership and rer.diti n of accounts. Realising that litigation was harmful for the parties, they settled the accounts and inspected the bahi and the khata to their entire satisfaction. Rs. 2,860/10/9 were found due to Jai Singh from Hari Singh and Swaran Singh which was admitted by them. They paid Rs. 460/10/9 and executed a bond for Rs. 2, 400/-, Other details relating to possible loans, sales tax and income tax etc., are also contained in the deed. The detailed nature of the two documents Exhibits P.D. and P.E. seem to me to contain intrinsic evidence excluding deceit, coercion and fraud by Jai Singh on Hari Singh and Swaran Singh. It is noteworthy that Hari Singh and Swaran Singh expressly admit that they had inspected the bahi and the khata to their satisfaction. They did not suggest anywhere that they had relied on some Chitha prepared by Jai Singh or on the latter''s representation. Indeed, there is no reference to any chitha prepared by Jai Singh. I have not been able to persuade myself on the evidence to hold that the recitals about the inspection of the bahi and khata in both these documents had been induced by fraud, deceit, coercion or misrepresentation on the part of Jai Singh. There is no convincing evidence to this effect and mere ipse dixit of Hari Singh is most uninspiring and inconsistent with the probabilities and, therefore, wholly untrustworthy.

And the trial Court has only set aside the bond and has observed that the plaintiffs did not dispute the deed of dissolution of partnership. The suit regarding cancellation of the deed of dissolution has accordingly been dismissed. There is no appeal against this dismissal. Now, in the deed of dissolution also, there is also an admission that the bahi and the khata had been inspected by the parties to their satisfaction and Rs. 2,860/10/9, has been found due to Jai Singh from Hari Singh and Swaran Singh, and indeed having admitted this sum to be so due, they had paid Rs. 460/10/9 to Jai Singh and executed a bond for the balance. If this document stands and binds the parties, then the admission contained therein would also seem to be binding on them. Be that as it may, the reason for which the bond in question cannot be held to be vitiated for fraud, mis-statement or coercion equally well apply to the deed of dissolution of partnership in question.

The respondent''s learned counsel has submitted that all that has happened in this case is that accounts has been ordered to be gone into afresh and that if some error in the settlement of accounts be discovered, then there is no insurmountable obstacle in the way of the Court in directing accounts to be reopened and resettled. He has for this submission relied on AIR 1933 557 (Oudh) . In the decision cited, there were mutal transactions of purchase and sale between the parties and according to the plaintiff, on settlement of accounts, a certain sum was found due from the defendant. On subsequent accounting, Rs. 4,000/- were found due to the plaintiff. To wipe of this liability, a sarkhat for Rs. 2.000/- was executed in favour of the plaintiff''s son and a pronote for Rs. 2000/- in favour of plaintiff. The former amount was fully paid off. Rs. 500/ only having been paid towards the pronote in the suit, a decree for Rs. 1,500/- with interest was claimed. In defence, among other pleas, mistake in accounting on both the occasions, when accounts, were gone into, was urged, and reopening of accounts claimed. The Oudh Chief Court after quoting from Williamson v. Barbour L.R. (1878) 9 Ch.D. 529 and Henry Me Killer v. John Wallace (1849) 5 Moore''s I.A. 372 (P.C.), and after referring to Bhagwan Bakhsh Singh v. Joshi Damodarji ILR 42 All 230, stated its opinion in these words:

Thus the principles governing the decision of cases of this kind seem to be perfectly clear. It is agreed that the present case is one of parties having gone into accounts and settled them after ascertainment of the exact balance. There is no allegation of any fraud or coercion. All that is alleged by the defendant is that the settlement is vitiated by certain mistakes which justify the reopening of the accounts.

On facts, the Chief Court found no mistakes justifying reopening of accounts and dismissed the defendant''s second appeal from concurrent decrees.

It is unnecessary in the present case to go into the question as to in what circumstances accounts can be reopened on account of the settlement of accounts having not been fairly and fully understood, either from confusion, misrepresentation, fraud or some other cogent equitable ground, because before us the case, as pleaded, is based on fraud, misrepresentation and coercion which is not established. Hari Singh was in a position to know the accounts and had, in our view, gone into and fully understood them. I should however, make it clear that if the Oudh Chief Court in Bachhey Lal''s case lays down that settlement of accounts among partners on a dissolution of partnership can be reopened whenever a party feels that there were some mistakes, without more, then, I must, with all respect, record my firm dissent. This view is supportable neither on authority nor on principle, whether in law or at equity. The English decisions were apparently concerned with different facts and law.

For all the foregoing reasons, in my opinion, the Court below was wholly wrong in declaring the bond in question to be voidable and unenforceable against the plaintiffs and in ordering its cancellation. The judgment and decree of the Court below are set aside and the plaintiffs'' suit dismissed with costs throughout.

R.S. Narula, J.

I agree.