P V Rajamannar, C J - (1.)The plaintiff appeals against the decree and judgment of the Subordinate Judge of Madura dismissing the suit filed by him on the following allegations. The plaintiff appellant, and defendants 1and 2, who are respondents 1 and 2, were trading in partnership from 1941, under the name and style of C. Innasimuthu Mudaliar Sons, Madura. The partnership was dealing in mill piecegoods, yarn, handloom goods, towels, bedsheets, carpets, and other textiles. They were also exporting such goods to Ceylon. In this partnership the plaintiff" was entitled to a six annas share, the first defendant, to eight annas share, and the second defendant, to two annas share. On 14 April, 1943, these three persons entered into a formal deed of partnership in which it was recited that the partnership had commenced from 7th June, 1942. The partnership continued in pursuance of the terms set out in this deed till 15th June, 1944. On that date a deed of dissolution was executed by and between them and it was duly registered on 27 June, 1944. It was provided in and by the said deed that in respect of licences for exporting mill piecegoods, handloom goods, towels, bedsheets, carpets, etc., to Ceylon from India and in respect of such goods for business in India and in the quotas allotted by Government under such licences in future the plaintiff should be entitled to and obtain a fourth share and the remaining three-fourth share should be taken by the first defendant. The plaintiff in pursuance of this provision attempted to submit a memorandum to the Export Trade Controller under the joint signatures of himself and defendants 1 and 2 but he could not do so because defendants 1 and 2 would not sign the memorandum. The plaintiff was therefore obliged to apply to the Export Trade Controller for the issue of a quarter share of the quota allotted to him. The first defendant raised various objections to this application. The Export Trade Controller thereupon directed the reservation of a fourth share, claimed by the plaintiff out of the quota and required the accounts of the partnership for the years 1941-1942 and 1942-1943. In spite of repeated demands, the first defendant refused to give the accounts to the plaintiff. The first defendant further sent a notice to the plaintiff denying the right of the plaintiff to a quarter share of the quota in breach of the express provision in the deed of dissolution. Subsequently, the Export Trade Controller ordered defendants 1 and 2 to produce the concerned accounts. The accounts were produced, it is alleged with manipulated entries suppressing the partnership of the plaintiff, and the Export Trade Controller on a perusal of the accounts refused to issue the quarter share of the quota to the plaintiff by his order dated 14 December, 1944. There was an appeal to the Chief Export Trade Controller who however refused to interfere. Defendants 1 and 2 were allotted! the full quota due to the firm. The plaintiff charged that in law they should be deemed to have received such quota as agents and co-owners with the plaintiff, and they were therefore bound to render a true and correct account of all the incomes they had derived by trading with the goods allotted in respect of the quotas obtained by them and pay the amount due to the plaintiff for his share. The plaintiff claimed this amount as also damages for breach of contract committed by defendants 1 and 2 and also as arising out of various acts of malfeasance and misfeasance committed by the defendants in denying the lawful rights of the plaintiff. The plaintiff prayed for a decree declaring that he was entitled to a quarter share of the quota of all goods which had been actually issued or which was issuable to C. Innasimuthu Mudaliar Sons, Madura, since 15 June, 1944, and ordering an account to be taken to determine the profits earned by the defendants by their trade with the quarter share of the quota allotted under licences obtained by them and for recovery of the amount due to him. The suit was originally filed only against defendants 1 and 2. Subsequently, defendants 3 to 6 were added as parties on their application. Defendants 3 to 5 are the brothers of the first defendant and the sixth defendant is their mother. They claimed an interest in the firm. The plaintiff was allowed to amend his plaint and he alleged that the first defendant had been representing defendants 3 to 6 and their interest, if any, in the firm and the acts of the first defendant were binding upon them.
(2.)The first defendant was the main contesting defendant. In his written statement the plea put forward by him was in short fraud, undue influence and coercion. He alleged that there was no partnership at any time between the plaintiff and defendants 1 and 2. They were only working as employees of the firm. Taking advantage of the going age and want of experience of the 1 defendant, the proprietor of the firm, the plaintiff brought about the deed of dissolution dated 15 June, 1944, by fraud, undue influence and coercion. There was also a plea that the clause relied on by the plaintiff was without consideration, illegal and against public policy. The Export Trade Controller's rejection of the plaintiff's claim was quite proper. The plaintiff was not therefore entitled to any relief. The second defendant adopted the written statement of the first defendant. Defendants 3 to 5 and 6 filed written statements setting up the case that all the properties, rights and assets of the firm belong to the family of C. Innasimuthu Mudaliar which was represented after his death by the first defendant, his eldest son. The only partners of the firm are the members of the family. They pleaded that the first defendant had no authority to enter into a partnership or to agree to the terms set out in the deed of dissolution. The so-called deed of partnership was antedated and brought about with the sole view of creating some right in the plaintiff to the quota of the firm. The other defences raised by them are not very material. The plaintiff filed a reply statement denying the allegations made by the defendants in their written statements.
(3.)The learned Subordinate Judge held that the deed of partnership was intended to be real, that the case set up by the first defendant in the written statement that the deed of dissolution was brought about by fraud, undue influence and coercion was not established and that there could be no doubt that from 7 June, 1942, the first defendant took in the plaintiff and the second defendant as partners. It followed that under the terms of the deed of dissolution the plaintiff could claim a quarter share in the export licence relating to the firm for the export of mill and handloom goods to Ceylon in such licences to be obtained in future. There was nothing illegal or opposed to public policy in such an agreement. He found that the business belonged to the family of Innasimuthu Mudaliar and his heirs, namely, defendants 1 and 3 to 6 and the first defendant would be entitled only to a sixth share in the partnership. There was nothing in law to prevent the first defendant from allotting his share of the quota to the plaintiff. After having found on all these points in favour of the plaintiff, he finally dismissed his claim on the ground that the refusal to issue a licence for the export was entirely a matter within the discretion of the Controller and if he refused to grant the application, the plaintiff could have no cause of action against the defendant. What the plaintiff was entitled to under the deed of dissolution, was the right to make an application for the issue of a separate licence for a quarter share of the quota allowable to the firm but the Controller was not bound to recognise any such right. The second defendant after dissolution had no further interest in the matter and the plaintiff could claim no relief against him. Equally the plaintiff was not entitled to any relief against defendants 3 to 6 who as co-heirs were interested in the firm equally with the first defendant. But the first defendant had no authority to bind them or their interest by the execution of the partnership deed or deed of dissolution. In the end, the suit was dismissed but the parties were directed to bear their own costs, because the first defendant had set up a false case that the plaintiff was not a partner at all, the second defendant had supported his false case and defendants 3 to 6 came on the record of their own motion.