- (1.) M/s. Caltex (India) Ltd. , the predecessor-in-interest of the appellant M/s. Hindustan Petroleum Corporation Ltd. , entered into two agreements both dated 30th of November, 1975 with respondent No. 5 as the sole proprietor carrying on business in the name and style of M/s. National Oil Trading Co. , granting respondent No. 5 dealership in kerosene at two places of business - Bagnan and Kolaghat. These agreements were replaced by two agreements both dated 6th of July, 1984 entered into by the appellant with respondent No. 5 as the sole proprietor carrying on business under the firm name and style of M/s. National Oil Trading Co. granting him dealership in kerosene at Bagnan and Kolaghat. The material parts of clauses 14 and 17 of these agreements are as follows : "14.The dealer shall not sell, assign, mortgage or part with or otherwise transfer his interest in the dealership or the right, interest or benefit conferred on him by this agreement to any person. In the event of the dealer being a partnership firm any change in the constitution of the firm, whether by retirement, introduction of new partners or otherwise howsoever will not be permitted without the previous written approval of the Corporation notwithstanding that the Corporation may have dealings with such reconstituted firm or impliedly waived or condoned the breach or default mentioned hereinabove by the dealer. In the event of the death of any of the partners, the dealer shall immediately inform the Corporation giving the necessary particulars of the heirs and legal representatives of the deceased- partner and it shall be the option of the Corporation either to continue the dealership with the said firm or to have a fresh agreement of dealership with any reconstituted firms or to terminate the dealership agreement and the decision of the Corporation in that behalf shall be final and binding on all the parties concerned. No claim on premature termination for compensation or otherwise will be made or sustainable against the Corporation on account of such termination. 17. A. . . . . . . . . . . . . . B. It shall be a paramount condition of the agreement that the dealer himself (if he be an individual) or both the partners of the dealer-firm (if the dealer is a partnership firm consisting of two partners only) or the majority of the partners of the dealer-firm (if the dealer is a firm consisting of more than two partners) or the majority of the members of the dealer's co-operative society (if the dealer is a co-operative society) , as the case may be, shall take active part in the management and running of the dealership and shall personally supervise the same and shall not under any circumstances do so through any other person, firm or body. C. Except with the previous written consent of the corporation. (I) The dealer shall not enter into any arrangement, contract or understanding whereby the operations of the dealer hereunder are or may be controlled, carried out and/or financed by any other person, firm or company, whether directly or indirectly and whether in whole or in part :
(2.) Respondent No. 1 who is the nephew (brother's son) of respondent No. 5 contends that there was a family settlement of 13th of May, 1980 under which it was agreed that the kerosene dealership at Bagnan would come to the share of respondent No. 1 while the kerosene dealership at Kolaghat would remain with respondent No. 5. There is a dispute about this family settlement and a separate litigation between the parties is pending. By a registered deed of cancellation of 3rd of April, 1990, the family settlement is said to be cancelled. Respondent No. 5 also executed a power of attorney dated 26th of July, 1984 authorising respondent No. 1 to conduct the business of kerosene dealership at Bagnan. Thereafter it seems that the Senior Sales Officer, Calcutta Regional Office of the appellant submitted a report dated 5-2-1990 to the appellant stating that it had come to its notice that respondent No. 5 who was the dealer at Bagnan and Kolaghat had entered into a partnership agreement and had also executed a power of attorney in favour of respondent No. 1 to conduct the said dealership business at Bagnan. Thereupon the appellant wrote a letter on 19-2-1990 to respondent No. 5 pointing out that the action of respondent No. 5 was contrary to the terms of the agreement of 6-7-1984 and that he could not reconstitute his firm or appoint any partner without approval from the appellant. Respondent No. 5 cancelled the power of attorney in favour of respondent No. 1 on 27-3-1990.
(3.) Respondent No. 1 filed a writ petition being C. O. No. 20144 (W) of 1993 praying, inter alia, for substitution of his name for the dealership of kerosene at Bagnan. The High Court, however, directed the Director of Consumer Goods, Department of Food and Supply to decide the question after hearing the parties. The Director of Consumer Goods by his order dated 12-6-1996 rejected the application of respondent No. 1 for the substitution of his name as the dealer of the appellant at Bagnan, since respondent No. 1 was not an agent of the appellant for the supply and distribution of kerosene at Bagnan.;