Karnataka High Court
Sri G Sathyanarayana vs M/S Tara And Murthy on 5 February, 2026
Author: S.R.Krishna Kumar
Bench: S.R.Krishna Kumar
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NC: 2026:KHC:7323
WP No. 18902 of 2025
C/W WP No. 18905 of 2025
HC-KAR
IN THE HIGH COURT OF KARNATAKA AT BENGALURU
DATED THIS THE 5TH DAY OF FEBRUARY, 2026
BEFORE
THE HON'BLE MR. JUSTICE S.R.KRISHNA KUMAR
WRIT PETITION NO.18902 OF 2025 (GM-CPC)
C/W
WRIT PETITION NO.18905 OF 2025 (GM-CPC)
IN WP No.18902/2025
BETWEEN:
SRI. G. SATHYANARAYANA
SON OF SRI. S.GANAPATHI HEGDE,
AGED ABOUT 58 YEARS,
RESIDING AT NO.74, 5TH MAIN,
PRAMOD LAYOUT, PANTHARAPALYA,
BENGALURU - 560 039.
...PETITIONER
(BY SRI. A. ANIL KUMAR SHETTY, ADVOCATE)
AND:
Digitally
signed by 1. M/S TARA & MURTHY,
CHANDANA B
M REGISTERED PARTNERSHIP FIRM,
Location: High HAVING ITS OFFICE AT S-1, II FLOOR,
Court of BASCO COURT COMPLEX,
Karnataka NO.37, GANDHI BAZAR MAIN ROAD,
BASAVANAGUDI,
BENGALURU - 560 004
REPRESENTED BY ITS PARTNER,
SRI. M.V. NARAYANA MURTHY.
2. SRI. M.V. NARAYANA MURTHY
SON OF LATE M.K. VENKATA RAO,
AGED ABOUT 71 YEARS,
RESIDING AT FLAT NO.8 & 9,
SRIVATSAV PRASIDDI,
NO.58, BIKASIPURA MAIN ROAD,
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WP No. 18902 of 2025
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HC-KAR
YELACHENAHALLY
BENGALURU - 560 062.
3. SMT. TARA BEVINJE
WIFE OF SRI. M.V. NARAYANA MURTHY,
AGED ABOUT 66 YEARS,
RESIDING AT FLAT NO.8 & 9,
SRIVATSAV PRASIDDI,
NO.58, BIKASIPURA MAIN ROAD,
YELACHENAHALLY,
BENGALURU - 560 062.
4. SMT. PUJA RAKECHA
DAUGHTER OF SUSHIL KUMAR RAKECHA,
AGED ABOUT 36 YEARS,
RESIDING AT NO.501 & 502,
RACHAPPA GARDEN,
LAKSHMI ROAD, 8TH CROSS,
SHANTHINAGAR,
BENGALURU - 560 027.
5. SRI. ALFRED AVINASH
SON OF DOMNIC JOSEPH RAJU,
AGED ABOUT 35 YEARS,
RESIDING AT NO.132,
SAMBRAMA SADHANA,
OPP. TO SILVER OAK APARTMENT,
T.C. PALYA,
BENGALURU - 560 036.
6. SRI. GOPALA KRISHNA HEBBAR B.C.,
SON OF B V CHANDRASHEKARA,
AGED ABOUT 27 YEARS,
RESIDING AT SRI RAMA NILAYA,
SAGARA ROAD,
GUTHYAPPA COLONY,
SHIVAMOGGA - 577 205.
7. SRI. MAHESH ANANT HEGDE
SON OF ANANT GANAPATHI HEGDE,
AGED ABOUT 37 YEARS,
RESIDING AT NO.C207,
CHAITRASHREE ROYALE,
SLV LAYOUT,
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NC: 2026:KHC:7323
WP No. 18902 of 2025
C/W WP No. 18905 of 2025
HC-KAR
OPP. GOPALAN ARCADE MALL,
R. R. NAGAR,
BENGALURU - 560 098.
...RESPONDENTS
(BY SRI. M. VISWANATHA REDDY., ADVOCATE FOR R5;
VIDE ORDER DATED 30.06.2025, NOTICE TO R1 TO R4, R6 & R7
IS DISPENSED WITH)
THIS WRIT PETITION IS FILED UNDER ARTICLE 227 OF THE
CONSTITUTION OF INDIA PRAYING TO ISSUE A WRIT OF
CERTIORARI OR ANY OTHER LIKE WRIT OR ORDER THEREBY
QUASH THE IMPUGNED ORDER DATED 30.09.2024 PASSED BY
THE LEARNED LXXXVII ADDITIONAL CITY CIVIL & SESSIONS
JUDGE, COMMERCIAL COURT AT BANGALORE IN COMM.O.S.
NO.225/2024 VIDE ANNEXURE-G AND GRANT SUCH OTHER RELIEF
OR RELIEFS AS THIS HON'BLE COURT DEEMS FIT TO GRANT IN
THE CIRCUMSTANCE OF THE CASE.
IN WP NO.18905/2025:
BETWEEN:
SRI. G. SATHYANARAYANA
SON OF SRI. S.GANAPATHI HEGDE,
AGED ABOUT 58 YEARS,
RESIDING AT NO.74, 5TH MAIN,
PRAMOD LAYOUT, PANTHARAPALYA,
BENGALURU - 560 039.
...PETITIONER
(BY SRI. A. ANIL KUMAR SHETTY., ADVOCATE)
AND:
1. M/S TARA & MURTHY,
REGISTERED PARTNERSHIP FIRM,
HAVING ITS OFFICE AT S-1, II FLOOR,
BASCO COURT COMPLEX,
NO.37, GANDHI BAZAR MAIN ROAD,
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WP No. 18902 of 2025
C/W WP No. 18905 of 2025
HC-KAR
BASAVANAGUDI,
BENGALURU - 560 004
REPRESENTED BY ITS PARTNER,
SRI. M.V. NARAYANA MURTHY
UNREGISTERED
2. SRI. M.V. NARAYANA MURTHY
SON OF LATE M. K. VENKATA RAO,
AGED ABOUT 71 YEARS,
RESIDING AT FLAT NO.8 & 9,
SRIVATSAV PRASIDDI,
NO.58, BIKASIPURA MAIN ROAD,
YELACHENAHALLY
BENGALURU - 560 062.
3. SMT. TARA BEVINJE
WIFE OF SRI. M.V. NARAYANA MURTHY,
AGED ABOUT 66 YEARS,
RESIDING AT FLAT NO.8 & 9,
SRIVATSAV PRASIDDI,
NO.58, BIKASIPURA MAIN ROAD,
YELACHENAHALLY,
BENGALURU - 560 062.
4. SMT. PUJA RAKECHA
DAUGHTER OF SUSHIL KUMAR RAKECHA,
AGED ABOUT 36 YEARS,
RESIDING AT NO.501 & 502,
RACHAPPA GARDEN,
LAKSHMI ROAD, 8TH CROSS,
SHANTHINAGAR,
BENGALURU - 560 027.
5. SRI. ALFRED AVINASH
SON OF DOMNIC JOSEPH RAJU,
AGED ABOUT 35 YEARS,
RESIDING AT NO.132,
SAMBRAMA SADHANA,
OPP. TO SILVER OAK APARTMENT,
T. C. PALYA,
BENGALURU - 560 036.
6. SRI. GOPALA KRISHNA HEBBAR B.C.,
SON OF B V CHANDRASHEKARA,
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WP No. 18902 of 2025
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HC-KAR
AGED ABOUT 27 YEARS,
RESIDING AT SRI RAMA NILAYA,
SAGARA ROAD,
GUTHYAPPA COLONY,
SHIVAMOGGA - 577 205.
7. SRI. MAHESH ANANT HEGDE
SON OF ANANT GANAPATHI HEGDE,
AGED ABOUT 37 YEARS,
RESIDING AT NO.C207,
CHAITRASHREE ROYALE,
SLV LAYOUT,
OPP. GOPALAN ARCADE MALL,
R.R. NAGAR,
BENGALURU - 560 098.
...RESPONDENTS
(BY SRI. PRADEEP DARAK., ADVOCATE FOR R4 & R7;
SRI. S.V.PRAKASH, ADVOCATE FOR R6;
VIDE ORDER DATED 30.06.2025, NOTICE TO R1, R2, R3 & R5
IS DISPENSED WITH)
THIS WRIT PETITION IS FILED UNDER ARTICLE 227 OF THE
CONSTITUTION OF INDIA PRAYING TO ISSUE A WRIT OF
CERTIORARI OR ANY OTHER LIKE WRIT OR ORDER THEREBY
QUASH THE IMPUGNED ORDER DATED 16.04.2025 PASSED BY
THE LEARNED LXXXVII ADDITIONAL CITY CIVIL & SESSIONS
JUDGE COMMERCIAL COURT AT BANGALORE IN COMM. O.S
NO.225/2024 VIDE ANNEXURE-N; AND IA NO.9 TO 11; GRANT
SUCH OTHER RELIEF OR RELIEFS AS THIS HON'BLE COURT
DEEMS FIT TO GRANT IN THE CIRCUMSTANCE OF THE CASE.
THESE WRIT PETITIONS, COMING ON FOR ORDERS THIS
DAY, ORDER WAS MADE THEREIN AS UNDER:
CORAM: HON'BLE MR. JUSTICE S.R.KRISHNA KUMAR
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WP No. 18902 of 2025
C/W WP No. 18905 of 2025
HC-KAR
ORAL ORDER
Both these petitions by the plaintiff in Com.O.S.No.225/2024 on the file of the Commercial Court.
W.P.No.18902/2025 is directed against the impugned order dated 30.09.2024 passed on I.A.No.5 by the learned LXXXVII Additional City Civil & Sessions Judge, Commercial Court at Bangalore in Comm.O.S.No.225/2024.
W.P.No.18905/2025 is directed against the impugned order dated 16.04.2025 passed on I.A.Nos.9 to 11 by the learned LXXXVII Additional City Civil & Sessions Judge, Commercial Court at Bangalore in Comm.O.S.No.225/2024.
2. Heard learned counsel for the petitioner and learned counsel for the respondents and perused the material on record.
3. A perusal of the material on record will indicate that the petitioner-plaintiff instituted the aforesaid suit against seven defendants for recovery of a sum of Rs.2,12,32,776/- together with interest jointly and severally as against all the defendants. In the said suit, in addition to filing their written statement, the defendant No.5 filed an application-I.A.No.5 seeking deletion from the array of parties to the suit. So also, defendant Nos.4, 6 and 7 filed -7- NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR applications-I.A.Nos.9 to 11 seeking their deletion from the array of parties. By the impugned order, the Trial Court allowed I.A.Nos.5, 9, 10 and 11 thereby deleting defendant Nos.5, 4, 6 and 7, respectively from the array of parties to the suit. Aggrieved by the impugned orders passed by the Trial Court deleting defendant Nos.4 to 7 from the array of parties, the petitioner - plaintiff is before this Court by way of the present petitions.
4. Learned counsel for the petitioner would reiterate the various contentions urged in the memorandum of petition and submits that the various contentions urged by defendant Nos.4 to 7 in their written statement as well as in their Affidavits filed in support of the applications are seriously disputed and denied by the petitioner in his statement of objections and since the petitioner has filed the suit seeking joint and several liability against all defendants including defendant Nos.4 to 7, the said issue as regards the alleged liability of defendant Nos.4 to 7 would necessarily have to be decided only after a full-fledged trial, the question of deleting defendant Nos.4 to 7 from the array of parties without permitting the parties to adduce oral and documentary evidence and without going to trial, is contrary to the principles -8- NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR governing addition / deletion of parties and as such, the impugned orders deserve to be set aside.
5. Per contra, learned counsel for respondent No.5 -
defendant No.5 in W.P.No.18902/2025 would invite my attention to the material on record in order to point out that defendant No.5 had resigned from the partnership firm on 22.01.2024 and as such, the plaintiff having filed the suit on 08.02.2024 after resignation of defendant No.5 from the status of partner was not maintainable as against defendant No.5 and as such, defendant No.5 deserved to be deleted from the array of parties and the impugned order passed by the Trial Court deleting defendant No.5 does not warrant interference by this Court in the present petition.
6. So also, learned counsel for respondent Nos.4, 6 and 7 - defendant Nos.4, 6 and 7 in W.P.No.18905/2025 submits that they were admitted into the respondent No.1 - defendant No.1 / partnership firm after the subject transaction in question and as such, defendant Nos.4, 6 and 7 are not liable towards the plaintiff, in any sum whatsoever and there is no cause of action for the suit against them and they are liable to be deleted from the array of -9- NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR parties. In support of their submissions, they place reliance upon the following judgments:
(i) Vinod Babu Vs. District Collector - 2005 4 KLT 412;
(ii) Rajiv Sharma Vs. Balaji Enterprises and another -
2023 SCC Online Del 4113
7. Before adverting to the rival submissions, it would be necessary to extract the pleadings of the parties, which reads as under:
"BEFORE THE COMMERCIAL COURT AT BANGALORE COM.O.S.No.225/2024 BETWEEN:
Sri G. Sathyanarayana, Son of Sri S. Ganapathi Hegde, Aged about 57 years Residing at No.74, 5th Main, Pramod Layout, Pantharapalya, Bengaluru-560 039 AND :
1. M/s Tara & Murthy, Partnership Firm Having its office at S-1, II Floor, BASCO COURT Complex, No.37, Gandhi Bazar Main Road, Basavanagudi, Bengaluru-560 004 Represented by its Partner Sri M.V. Narayana Murthy
2. Sri M.V. Narayana Murthy, Son of late M.K. Venkata Rao, Aged about 70 years, Residing at Flat No.8 & 9,
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR Srivatsav Prasiadi, No.58, Bikasipura Main Road, Yelachenahally, Bengaluru-560 062
3. Smt. Tara Bevinje, Wife of Sri M.V. Narayana Murthy, Aged about 65 years, Residing at Flat No.8 & 9, Srivatsav Prasiddi, No.58, Bikasipura Main Road, Yelachenahally, Bengaluru-560 062
4. Smt. Puja Rakecha, Daughter of Sushil Kumar Rakecha, Aged about 35 years, Residing at No.501 & 502, Rachappa Garden, Lakshmi Road, 8th Cross, Shanthinagar, Bengaluru-560 027
5. Sri Alfred Avinash, Son of Domnic Joseph Raju, Aged about 34 years, Residing at No.132, Sambrama Sadhana, Opp. To Silver Oak Apartment, T.C. Palya, Bengaluru-560 036
6. Sri Gopala Krishna Hebbar B.C., Son of B.V. Chandrashekara, Aged about 26 years, Residing at Sri Rama Nilaya, Sagara Road, Guthyappa Colony, Shivamogga-577 205
7. Sri Mahesh Anant Hegde, Son of Anant Ganapathi Hegde, Aged about 36 years, Residing at No. C207, Chaitrashree Royale, SLV Layout, Opp. Gopalan Arcade Mall, R.R. Nagar, Bengaluru-560 098 .. DEFENDANTS
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR MEMORANDUM OF PLAINT UNDER ORDER VII, RULE 1 OF THE CODE OF CIVIL PROCEDURE, 1908 READ WITH SECTION 6 OF THE COMMERCIAL COURT ACT, 2015 The Plaintiff begs to submit as follows:
1. That the address of the Plaintiff for the purpose of issuance of notice, summons etc from this Hon'ble Court is as stated in the cause title and also that of his Advocates, Mr S. Shaker Shetty and Mr A. Anil Kumar Shetty, No.14, 1st Cross, Madhavanagar, Bangalore-560001.
2. The addresses of the Defendants for the purpose of service of summons, notice etc are as stated in the cause title.
3. The Plaintiff is a Chartered Accountant by qualification and has been in practice for the past 27 years. He is running a Chartered Accountancy firm under the name and style of "Nagadheep Sathyanarayana & Company" at SF02, II Floor, Sampoorna Chambers, Vasavi Temple Street, V.V. Puram, Bangalore-560 004. The Plaintiff is the Senior Partner in the firm.
4. The Plaintiff in the course of his professional interaction got acquainted with Defendants No.2 and 3 who are principal partners of the Defendant No.1. After gaining acquaintance, the Defendants No.2 and 3 acting on behalf of Defendant No.1 requested the Plaintiff to arrange investment and facilitate development of the Defendant No.1 firm and they
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR could work in strategic partnership. It was mutually agreed and understood that the Plaintiff shall provide periodical funds to the Defendant No.1 which would be held as credit by the Defendant No.1 and on aggregated investment of Rs.1,30,00,000/- being made by the Plaintiff to the Defendant No.1, the Plaintiff would be integrated into the firm. Consequently, the investment brought in by the Plaintiff would be recorded and appropriated towards Share Capital of Plaintiff in the Deed of Reconstitution, recording induction of the Plaintiff. In any event of Plaintiff not being inducted into the partnership firm on completion of aggregated investment of Rs.1,30,00,000/-, the Plaintiff would be refunded the received amount with 18% interest p.a. from the date of receipt till the date of repayment.
5. The Plaintiff on the basis of this understanding and assurance by the Defendants No.2 and 3 acting on behalf of Defendant No.1 has invested a sum of Rs.1,30,00,000/- in the following manner:
i) On 17.03.2020, a sum of Rs. 55,00,000/-
ii) On 29.08.2020, a sum of Rs. 21,00,000/-
iii) On 11.09.2020, a sum of Rs.24,00,000/-
iv) On 12.02.2021, a sum of Rs.30,00,000/-
6. The Defendants No.4 to 7 are other partners of the Defendant No.1 firm who were also interacting with the Plaintiff in the process of the investment and were fully aware of the understanding between the Defendant No.1 partnership firm and the Plaintiff. The Defendants No.4 to 7 were also aware that the Plaintiff had brought in investment
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR of Rs. 1,30,00,000/- into the firm. The Reconstitution Deed as provided by the Defendant No.2 pertaining to the Defendant No.1 firm is herewith produced as ANNEXURE-A. The Balance Sheet of the Defendant No.1 firm reflecting the credit input paid by the Plaintiff is herewith produced as ANNEXURE-B. To corroborate the same, statement of account issued by the Plaintiff's banker reflecting outflow of funds from his account to the account of Defendant No.1 is herewith produced as ANNEXURE-C.
7. The Defendant No.1 firm after having received the consideration as detailed above failed to either admit the Plaintiff as additional partner and appropriate the consideration towards his Share Capital or in the alternative, refund the amount with interest at 18% p.a. The Plaintiff pursued to achieve closure of the transaction, but the Defendants No.2 and 3 who were principally communicating on behalf of Defendant No.1 continued to avoid the Plaintiff. On 09.01.2024 and 02.02.2024 when the Plaintiff approached the Defendants No.2 and 3 with his request, they turned hostile and also threatened and intimidated the Plaintiff. In this context, the Plaintiff was constrained to lodge a police complaint on 03.02.2024. Pursuant to the same, an FIR was registered in Crime No.13/2024, by Basavanagudi Police Station, Bangalore. The copy of the same is herewith produced as ANNEXURE-D. In the meanwhile, the Defendants No.2 and 3 filed an application for anticipatory bail in Crl.Misc. No.359/2024 before the City Civil And Sessions Judge at Bangalore. Copy of the petition is herewith produced as ANNEXURE-E. It is pertinent to note
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR that in the petition, they admitted receipt of Rs.1,30,00,000/- from the Plaintiff, but they alleged that he had to bring more funds and since they demanded for additional fund, the subject complaint was filed. The Hon'ble Court was pleased to reject their petition vide order dated 25.01.2024. Copy of the order is herewith produced as ANNEXURE-F.
8. The Plaintiff in these hostile circumstances is unable to pursue the option of being inducted as additional partner in the Defendant No.1 firm and is exercising the option to seek refund of his investment with 18% p.a. interest thereon. In addition to the fact that payment of interest was mutually agreed, it is also customary in commercial transaction of present nature to apply interest at 18% p.a. on the outstanding dues. The Defendants are jointly and severally liable to pay the outstanding principal along with interest from the date of receipt of payment till the date of repayment. The dues are detailed as hereunder:
8.1 Principal amount of .. Rs.55,00,000 Interest on the said amount from 17.03.2020 to 07.02.2024 Rs.38,46,534 8.2 Principal amount of Rs. 21,00,000 Interest on the said amount from 29.08.2020 to 07.02.2024 Rs.13,00,820 8.3 Principal amount of Rs.24,00,000 Interest on the said amount from 11.09.2020 to 07.02.2024 Rs.14,71,956 8.4 Principal amount of Rs.30,00,000
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR Interest on the said amount from 12.02.2021 to 07.02.2024 Rs.16,13,466 Total due as on 07.02.2024 Rs.2,12,32,776
9. The Defendants are jointly and severally liable to pay an aggregate sum of Rs. 2,12,32,776/- and also liable to pay future interest at 18% p.a. on principal amount of Rs. 1,30,00,000/-. The Defendant No.1 firm and its partners became due and liable to repay the amount, but had failed to honour the same. In this context, the Plaintiff had caused issuance of a legal notice on 30.01.2024 by registered post to the Defendants. The office copy of the legal notice is herewith produced as ANNEXURE-G. The postal receipts pertaining to issuance of legal notice to the Defendants are herewith collectively produced as ANNEXURE-H. The returned postal acknowledgement pertaining to Defendant No.1 and 4 is herewith produced as ANNEXURE-J. The report downloaded from the postal department is herewith collectively produced as ANNEXURE-K.
10. The cause of action for the suit arose on completion of payment of Rs.1,30,00,000/- by the Plaintiff to the Defendant No.1 firm and on refusal to induct the Plaintiff as a partner by appropriating the payment towards his Share Capital or in the alternative refund the same with interest at 18% p.a., within the jurisdiction of this Hon'ble Court.
11. That for the purpose of court fee and jurisdiction, the Plaintiff has paid fixed court fee on the plaint as per the separate Valuation Slip annexed herewith.
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12. The Plaintiff has not filed any other suit on the same cause of action against the Defendants before any court of law. No suits are pending between the Plaintiff and the Defendants with respect to the commercial transaction on the same cause of action.
PRAYER WHEREFORE, the Plaintiff humbly prays that this Hon'ble Court may kindly be pleased to pass Judgment and Decree against the Defendants:
(a) Directing the defendants to pay a sum of Rs.2,12,32,776/- to the Plaintiff.
(b) Directing the defendant to pay future interest at 18% p.a. on Rs.1,30,00,000/- the Principal outstanding liability from the date of the suit till the date of payment of entire dues by the defendants to the Plaintiff.
(c) Grant such other relief or reliefs as this Hon'ble Court may deem fit to grant in the circumstances of the case, including cost of the suit, in the interest of justice and equity.
SCHEDULE PROPERTY All that piece and parcel of vacant residential Site No.2581, bearing PID No.55-359-2581 formed by the Bangalore Development Authority and situated at Kumaraswamy Layout 2d Stage Extension, Bangalore, BBMP Ward No.55, New Ward No.181, Bangalore, measuring East to West: 40.00 feet and North to South:
60.00 feet, and bounded on:
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR East by : Site bearing No.2580, West by : Site bearing No.2582, North by : Site bearing No.2564 and South by : Road WRITTEN STATEMENT FILED BY THE DEFENDANT NO.5 UNDER ORDER VIII RULE 1 READ WITH SECTION AND 151 OF CIVIL PROCEDURE CODE. 1908 That the Defendant No. 5 submits as follows:
1. That the suit filed by the Plaintiff against the Defendant No. 5 is not maintainable either in law or also under the facts and circumstances of the case. Hence the suit filed by the Plaintiff is liable to be dismissed on the following among other grounds.
2. The averments made in Para No.1 to 5 partly admitted and remaining averment specially denied and false, the defendants No.5 submits that plaintiff interaction acquaintance with defendant No.2 and 3 who are principal partners arrange the investment and facilitate development of the defendant No. 1 firm; in the year 2020-2021 is not within the knowledge of the defendant No.5 his unaware of the transaction and proceedings between plaintiff and defendant No.2 and 3 that have been taken in the year 2020 to 2021. Were as defendant No.5 as joined in the partnership firm, as the Incoming partner signed to the Reconstitution deed of partnership dated 15/12/2022.
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3. The averments made in Para No.6 specially denied and false, and its cock and bull story by the plaintiff, against the defendant No. 5, The Defendant No.5 further submits that the Plaintiff has made false allegations, that the Defendant No.5 submits that it is amply clear that the transaction has happened before defendant No.5 admission as a partner. As the Financial transaction of the plaintiff, with interaction acquaintance with defendant No.2 and 3 who are principal partners, arrange the investment and facilitate development of the defendant No. 1 firm, that have been taken place in the year 2020 to 2021. The defendant No.5 signed to incoming partner to the Reconstitution deed of partnership dated 15/12/2022, to the defendant No.1 Firm, as the defendant No.2 & 3 as Principal partners.
4. The defendant No.5 had joined in the partnership firm, of the defendant No.1 to 3 as the Incoming partner as per Indian Partnership Act 1932, in the month December 2022, and signed to the Reconstitution deed of partnership dated 15/12/2022 with other defendants herewith produced to the Honble Court as 'ANNEXURE-A' As this incoming partner who admitted as a partner into an already existing Firm the consent from all the other existing partners. Such partner is not liable for any acts of the firm taken before his entry as a partner to the firm" The defendant No.5 further submit that Section 31 in The ) Indian Partnership Act, 1932.
5. The defendant No.5 further submits that, due to the circumstances existing between Defendant. No.5. And
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR defendant No.1 to 3, No beneficial business emerged and defendant No.5, resigned as partner dated on 22.1.2024. The defendant No.5 further submitted that, in his resignation letter clearly sated the reasons and consequences for resigning in the Tara & Murthy Partnership Firm. The copy of the resignation letter has been here with produced to the Hon'ble Court as 'ANNEXURE-B'
6. The defendant No.5 further submits that, the plaintiff not made necessary and non-joinder of the parties of the outgoing parades M G Raghuveer and Mr. Gopalkrishna Hegde in the reconstitution deed dated 15/12/2022, who could have been privy of the investment by the plaintiff. On this ground of non-joinder of the parties the suit is not maintainable.
7. The Defendant No.5 submits that he is not privy to the transactions between Plaintiff and Defendant No.1 to 3 including the entry in the books. The Defendant No.5 further submits that he was not made available the financial statements to carry out the diligence, as the defendant No. 5 has not invested the capital and was only an employee partner with 5% share of profit as remuneration. The Defendant No.1 to 3 had themselves prepared the financial statements and filed the income tax returns for the financial year 2022-23 and the defendant No.5 was not involved in the discussions or filing.
8. The Defendant No.5 submits that as per clause 10"
Borrowing power" of the reconstitution deed effective
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR 15/12/2022 mentions, "Further, it is hereby clarified that, notwithstanding any contained in any part of this document, the newly inducted partners shall be liable only to loans, creditors payable etc., created forthwith which is done in good faith and was known to all partners) his/her admission". The same is in line with Section 25 of the Indian Partnership Act, 1932 which states, "Every partner is liable, jointly with all the other partners and also severally, for all acts of the firm done while he is a partner". As on date of Resignation the defendant No.5 was not liable any allegations of the plaintiff against the defendant No.5
9. The Defendant No.5 submits that that averments made in Para No.7 to 12 denied and false not applicable to the defendant No.5.
WHEREFORE, for the reasons stated above the Defendant No.5 prays that this Hon'ble Court be pleased to dismiss the above suit against the defendant No.5 with exemplary cost in the interest of justice and equity.
WRITTEN STATEMENT FILED BY DEFENDANT NO.4 UNDER ORDER VIII RULE I OF THE CODE OF CIVIL PROCEDURE, 1908 The Defendant No 4 above-named respectfully submit as follows:
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR
1. The Plaintiff has filed the above suit, inter alia, for a direction to the Defendants to pay a sum of Rs.2,12,32,776/-
to the Plaintiff and for a direction to the Defendants to pay future interest at 18% p.a. on Rs.1,30,00,000/- from the date of the suit till the date of payment of entire dues by the Defendants to the Plaintiff.
2.It is respectfully submitted that the suit filed by the Plaintiff besides constituting an abuse of the process of this Hon'ble Court, is wholly misconceived, bereft of merits, not maintainable in law or on facts and deserves to be dismissed in limine against the answering Defendant for the following among other reasons:-
a) The answering Defendant is not a proper or necessary party as she was admitted into partnership of the Defendant Nọ.1 from 23.12.2020 and has resigned from the Defendant No.1 firm with effect from 22.01.2024 i.e., prior to the filing of the present suit on 08.02.2024
b) The Plaintiff allegedly invested into the Defendant No.1 firm on the basis of the oral understanding between the Plaintiff before 17.03.2020, i.e., before the answering Defendant joined the Defendant No.1 firm as a partner. The answering Defendant is not liable for the alleged past debt or liabilities of the Defendant No.1 firm taken or agreed to be taken before the answering Defendant joined the firm as a partner;
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR
c) The suit is bad for non-joinder of parties viz., Shri. M.G. Raghuveer, who was a partner of the Defendant No.1 at the time of the alleged transactions;
d) The Plaintiff has not come before this Hon'ble Court with clean hands and is disentitled from the grant of any equitable and/or discretionary reliefs at the hands of this Hon'ble Court; and
e) There is no cause of action for this suit against the answering Defendant and the plaint is liable to be rejected on this ground alone against answering Defendant;
Without prejudice to the preliminary objections stated above, the Defendants submit as follows:-
3. The Defendant No.4, Mr. Puja Rakhecha, is a Chartered Accountant and is practicing as a Chartered Account since 2012. The answering Defendant had her own Independent practice and her own set of clienteles prior to joining the Defendant No.1 firm.
4. The Plaintiff and the answering Defendant's husband, Mr.Jaikishan Golechha had professionally known each other for some time as Chartered Accountants. In December 2020, the Plaintiff had approached the answering Defendant's husband requesting him to join the Defendant No.1 firm as a Partner and to grow the business of the partnership firm. The Plaintiff had informed the answering Defendant's husband that he was purchasing the Defendant No.1 firm from Defendant No.2 and 3 and that Plaintiff would also join as
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR partner once the transaction was completed. It is pertinent to note that the Plaintiff had not informed the answering Defendant about the manner in which the Plaintiff was purchasing the Defendant No.1 firm and the amount he had paid or ought to pay for the same. Further, the Plaintiff had not disclosed the amount paid to Defendant No.2 and 3 by way of investment in Defendant No.1 Am as alleged by the Plaintiff. The answering Defendant's husband was given to understand by the Plaintiff that he was purchasing share of the Defendant Nos.2 and 3 in the Defendant No.1 firm and thus, payments were being made or ought to be made directly to Defendant Nos.2 and 3.
5. The answering Defendant's husband informed the Plaintiff that he was in employment in some other place and instead of him his wife, i.e., the answering Defendant, who is also a qualified chartered accountant, can join as a partner. The Plaintiff agreed to the same and the answering Defendant was admitted as partner vide Reconstituted Deed of Partnership dated 23.12.2020. The answering Defendant brought in capital of Rs.400,000 capital into the Defendant No.1 firm and was given 5% share in profit and loss of the Defendant No.1 firm. A true copy of the Reconstituted Deed of Partnership on 23.12.2020 is produced herewith as Document No.D4-1. The original Reconstituted Deed of Partnership on 23.12.2020 is in the custody of Defendant Nos.2 and 3.
6. It is submitted that the answering Defendant had joined the Defendant No.1 firm as a full-time working partner.
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR However, Defendant Nos.2 and 3 did not allow the answering Defendant to attend office on one pretext or the other. Until 2022, the answering Defendant was not allowed to attend office on the pretext of COVID-19 pandemic and thereafter, the answering Defendant was informed that she can start attending office after the Plaintiff becomes partner and takes over the firm. At the continuous request of the answering Defendant to give her some work, the Defendant Nos.2 and 3 gave her a few simple assignments but would never reply to the work completed by her or any query raised by her. Furthermore, Defendant Nos. 2 and 3 did not share the financial statements of the Defendant No.1 firm for the financial years 2020-2021, 2021-2022 and 2022-2023 at the time of filing of the returns. It is only after repeated requests, the Defendant Nos.2 and 3 provided the financial statements on 13 Oct 2022 for FY 2021-22 but the details were not cleat and on 3rd January 2024 for FY 2022-23. The Defendant Nos.2 and 3 had themselves prepared the financial statements and filed the income tax returns for the financial year 2021 to 23 and the Defendant No.4 was not involved in the discussions or filing.
7. The Plaintiff has filed the present suit for making investment of Rs. 1.3 crores in Defendant No.1 firm from 17.03.2020 to 12.02.2021. Out of Rs.1.3 crores, the Plaintiff/ had paid Rs.1 crore between 17.03.2020 to 11.09.2020, i.e., prior to the answering Defendant joining the Defendant No.1 firm as a partner on 23.12.2020. Only Rs.30 lakhs was paid by the Plaintiff to the Defendant No.1 firm during the tenure of the answering Defendant. It is submitted that the said
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR transaction was also not within the knowledge of the answering Defendant as the transaction details were not disclosed to the answering Defendant either by the Plaintiff or the Defendant Nos.1 and 2. Further, the answering Defendant was not allowed to attend office due to COVID-19 pandemic and was not provided with the financial statements.
8. Further, the answering Defendant was not informed or made aware of the nature of the transactions between the Plaintiff and Defendant Nos.1 to 3. The answering Defendant was not privy and did not or could not have given his acceptance as she had no knowledge of the transaction.
9. It is submitted that the transactions in respect of which the present suit is filed were, in fact, a personal transaction between the Plaintiff and Defendant Nos.2 and 3. The transactions were not between the Plaintiff and Defendant No.1 firm. The transactions were a personal transaction between Plaintiff and Defendant Nos.2 and 3 for purchase of Defendant Nos. 2 and 3's stake/share in the Defendant No.1 firm.
10. The answering Defendant had learnt that the entire amount of Rs.1.3 crores remitted by the Plaintiff into Defendant No.1 firm was immediately withdrawn by Defendant No.1 and 2 as goodwill. The amounts were not even disbursed or distributed to other persons who were partners as on that gate. The Defendant Nos.2 and 3 had withdrawn the entire amount of 1.3 crores as and when
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR remitted by the Plaintiff into the Defendant No.1 firm. Thus, the answering Defendant cannot be held liable for the transaction between the Plaintiff and Defendant Nos.2 and 3.
11. Furthermore, even after joining as a partner, only those borrowings would be binding upon the answering Defendant which is taken with the written consent and under the signatures of all the partners. Any loan obtained without the written consent and knowledge and approval of all the partners is not binding on the firm. This is also provided in Clause 9 of the Reconstituted Deed of Partnership dated 23.12.2020. The said clause is extracted hereunder for easy reference:
"9, BORROWING POWER: The firm shall borrow funds from banks, financial institutions and other private parties for the purpose of business of the firm only with the consent of all the partners in writing and all the documents relating to the same shall be signed by all the partners. No partner e shall have the right to borrow funds in the name of the firm without the written consent of the other partners.
12. Thus, it is evident from the above that any borrowing by the Defendant No.1 firm has to be with the written consent and signatures of all the Partners. The answering Defendant has never given consent or signed any document for obtaining an unsecured loan or investment form the Plaintiff. Thus, any loan or investment given by the Plaintiff to the Defendant Nos.2 and 3 is not binding on the Defendant No.1 firm and other partners of the Defendant No.1 firm which is in contravention of the Partnership Deed under which the
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR partnership firm is constituted defining the powers, rights and liabilities of the partners.
13. In the present matter, even assuming for the sake of argument that the transaction between Plaintiff and Defendant No.2 and 3 was that of unsecured loan to Defendant No.1 as averred by the Plaintiff, the same would not be binding on the answering Defendant as the unsecured loan was given to the Defendant No.1 firm before the answering Defendant joined the Defendant No.1 firm as partner on 23.12.2020 and without the consent of the answering Defendant. Further, the answering Defendant has not given consent to or accepted the liability of the Plaintiff either before or after joining the Defendant No.1 firm as a partner. Thus, Defendant No.4 is not a proper or necessary party as no liability can be attributed to Defendant No.4. The dispute is only between the Plaintiff and the Defendant Nos.2 and 3.
14. It is submitted that subsequently disputes started between the Plaintiff and Defendant No.2 and 3. The Defendant Nos.2 and 3 requested the answering Defendant to resign from the Defendant No.1 firm in January 2024. Having regard to the fact that the answering Defendant was not permitted to work and the disputes in the firm, the answering Defendant resigned from Partnership vide resignation letter dated 22.01.2024 with immediate effect. The answering Defendant had also orally informed the Plaintiff about his resignation as the Plaintiff had introduced the answering Defendant to the Defendant No.1 firm. Thus,
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR the Plaintiff had resigned as partner from the Defendant No.1 firm prior to the date of filing of the present suit on 08.02.2024. Thus, the answering Defendant is not a proper or necessary party as she is not a present partner of the Defendant No.1 firm. The Defendant No.1 firm paid back the capital invested by the answering Defendant with interest as per the Reconstituted Deed of Partnership on 23.12.2020. A true copy of the resignation letter dated 22.01.2024 is produced herewith as Document No.D4 -2.
15. It is submitted that Defendant Nos.5 and 7 had also simultaneously resigned from the Defendant No.1 firm. Accordingly, Change in the Constitution of the Partnership Firm dated 22.01.2024 was entered between the remaining partners, i.e., Defendant Nos.2, 3 and 7 and outgoing partners, i.e., Defendant Nos.4, 5 and 6. A true copy of the Change in the Constitution of the Partnership Firm dated 22.01.2024 is produced herewith as Document No.D4-3. Original Change in the Constitution of the Partnership Firm dated 22.01.2024 is in the custody of the Defendant Nos.2 and 3.
16. The Plaintiff has not made out any cause of action against the answering Defendant in the Plaint. The only averment against the answering Defendant is that the answering Defendant was aware of the unsecured loan and the transaction. It is submitted that the said averment is false as the answering Defendant was not aware that the Plaintiff had given Rs.1.3 crores to Defendant Nos.2 and 3 in the form of unsecured loan to Defendant No.1 firm.
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR Now traversing the averments made in the plaint, it is submitted as under:
17. Re: Paragraph 1 & 2: The averments in this paragraph are formal in nature and do not require any specific traversal.
18. Re: Paragraph 3: The averments in this paragraph regarding the Plaintiff are formal in nature and do not require any specific traversal.
19. Re: Paragraph 4 and 5 - The averments in these paras are not within the personal knowledge of the answering Defendant. It is submitted that the transactions between the Plaintiff and Defendant Nos.2 and 3 were personal in nature and had nothing to do with the Defendant No.1 firm. The purpose of the transaction was for Plaintiff to purchase the share/stake of the Defendant Nos.2 and 3 in the Defendant No.1 firm.
20. Re: Paragraph No.6 - The averment that Defendant No.4 was aware that Plaintiff had brought investment is denied as false. The Defendant No.4 was always under the presumption that the Plaintiff had paid the amount directly to Defendant Nos.2 and 3 for purchasing their stake in Defendant No.1 firm. At any rate, the transaction took place before the Defendant No.4 was admitted into partnership of Defendant No.1 firm, thus the Defendant No.4 could not have known about the transactions or made liable for the transactions. Even the amount of Rs.30 lakhs paid after the
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR answering Defendant joined as partner was without the knowledge of the answering Defendant and the entire amount was withdrawn by Defendant Nos.2 and 3 without the knowledge of the answering Defendant.
21. Re: Para No.7 - The averments in this para are not within the knowledge of the answering Defendant as answering Defendant is not a party to the proceedings stated therein.
22. Re: Para No.8 and 9 - The answering Defendant is not liable to pay the amount of Rs.2,12,32,776/- as averred by the Plaintiff in the said para. The answering Defendant is also not liable to pay interest at the rate of 18% on 1,30,00,000/-. It is submitted that there is no basis for claiming interest at the rate of 18%. The liability, if any, is that of Defendant Nos:2 and 3 who are beneficiaries of the said amount.
23. Re: Para No.10- The Plaintiff has not made out any cause of action against the answering Defendant in the said Plaint. The answering Defendant was not privy to the transactions between the Plaintiff and the Defendant No1l to 3 as the transactions pertain to the period before Defendant No.4 was admitted as a partner of the Defendant No.1 firm and was without the knowledge and consent of the answering Defendant. Thus, no cause of action is made out against the Defendant No.4.
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR
24. All other contentions and allegations in the plaint not specifically traversed herein and contrary to what is stated above are false and are hereby denied.
WHEREFORE it is prayed that this Hon'ble Court may be pleased to dismiss the suit against Defendant No.4 with exemplary costs in the interests of justice and equity."
WRITTEN STATEMENT FILED BY DEFENDANT NO.6 UNDER ORDER VILI RULE I OF THE CODE OF CIVIL PROCEDURE, 1908 The Defendant No.6 above-named respectfully submit as follows:
1. The Plaintiff has filed the above suit, inter alia, for a direction to the Defendants to pay a sum of Rs.2,12,32,776/-
to the Plaintiff and for a direction to the Defendants to pay future interest at 18% p.a on Rs. 1,30,00,000/- from the date of the suit till the date of payment of entire dues by the Defendants to the Plaintiff.
2. It is respectfully submitted that the suit filed by the Plaintiff besides constituting an abuse of the process of this Hon'ble Court, is wholly misconceived, bereft of merits, not maintainable in law or on facts and deserves to be dismissed in limine against the answering Defendant for the following among other reasons:-
a) The answering Defendant is not a proper or necessary party as he was admitted into partnership of the Defendant No.1 from 15.12.2022 and has resigned from the Defendant No.1 firm with effect from
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR 22.01.2024, i.e., prior to the filing of the present suit on 08.02.2024;
b) The Plaintiff allegedly invested into the Defendant No.1 between 17.03.2020 to 12.02.2021, i.e., before the answering Defendant was admitted as partner vide Reconstituted Deed of Partnership on 15.12.2022. The answering Defendant is nut liable for the alleged past debt or liabilities of the Defendant No.1 firm;
c) The suit is bad for non-joinder of parties viz., Shri. M.G. Raghuveer, who was a partner of the Defendant No.1 at the time of the alleged transaction took place;
d) The Plaintiff has not come before this Hon'ble Court with clean hands and is disentitled from the grant of any equitable and/or discretionary reliefs at the hands of this Hon'ble Court; and
e) There is no cause of action for this suit against the answering Defendant and the plaint is liable to be rejected on this ground alone against answering Defendant.
Without prejudice to the preliminary objections stated above, the Defendants submit as follows:-
3. The Defendant No.6, Mr.Gopala Krishna Hebbar B.C, is a qualified Chartered Accountant since 2022. The answering Defendant had his own Independent practice and his own set of clienteles.
4. The Plaintiff and the answering Defendant had professionally known each other as Chartered Accountants.
In August 2022, the answering Defendant approached the Plaintiff for work on assignment basis. Subsequently, the Plaintiff in December 2022 requested the answering
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR Defendant to join the Defendant No.1 firm as a Partner and to grow the business of the Defendant No.1 partnership firm as the Defendant No.1 firm was a 20-year-old firm with good and reputed clients. At that point of time, the Plaintiff did not inform the answering Defendant about his transaction with Defendant Nos.2 and 3 or about his discussion to join the Defendant No.1 firm.
5. The answering Defendant accepted the offer of the Plaintiff as the Defendant No.1 firm is more than 20-year-old firm with reputed and good number of clients. Further, the answering Defendant was not required to invest any capital into the Defendant No.1 firm. Accordingly, the answering Defendant was admitted as partner with 5% share in profit and loss of the defendant No firm vide Reconstituted Deed of Partnership on 15.12022.
6. The answering Defendant had joined the Defendant No.1 firm as a full-time working partner. The main task of the answering Defendant was to bring new client and provide leads to the Defendant No.1 firm The answering Defendant was asked to use the reputation of the Defendant No.1 firm to participate in tenders and bring new clients to the firm. However, the Defendant Nos.2 and 3 did not allow the answering Defendant to work full time for the firm. Even though the answering Defendant tried to work for the firm and approached Defendant Nos.2 and 3 several times, he was not permitted to work or bring new clients to the firm for one reason or another.
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR
7. It is evident from para 5 of the Plaint that the transaction between the Plaintiff and Defendant No.1 in respect of which the Plaintiff has filed the present suit pertains to the period 17.03.2020 to 12.02.2021, i.e, about two years prior to answering Defendant joining the Defendant No. 1 firm as a Partner from 15.12.20222. Thus, the answering Defendant was not aware of the transactions between the Plaintiff and the Defendant No. 1 to 3. The Plaintiff became aware of the transactions between Defendant Nos. 1 to 3 only recently in January 2024 when the disputes started between the Plaintiff and Defendant Nos.2 and 3.
8. Thereafter, the Defendant Nos.2 and 3 requested the answering Defendant to resign from the Defendant No.1 firm in January 2024. Having regard to the fact that the answering Defendant was not permitted to work and the disputes in the firm, the answering Defendant resigned from Partnership vide resignation letter dated 22.01.2024 with immediate effect. The answering Defendant had also orally informed the Plaintiff about his resignation as the Plaintiff had introduced the answering Defendant to the Defendant No.1 firm. Thus, the Plaintiff had resigned as partner from the Defendant No.1 firm prior to the date of filing of the present suit on 08.02.2024. Thus, the answering Defendant is not a proper or necessary party as he was not a partner when the transactions took place between the Plaintiff and Defendant Nos.1 to 3 or when the Plaintiff filed the present suit. A true copy of the resignation letter dated 22.01.2024 is produced herewith as Document No.D6-1.
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR
9. It is submitted that Defendant Nos.4 and 5 had also simultaneously resigned from the Defendant No.1 firm. Accordingly, Change in the Constitution of the Partnership Firm dated 22.01.2024 was entered between the remaining partners, i.e., Defendant Nos.2, 3 and 7 and outgoing partners, i.e., Defendant Nos.4, 5 and 6. A true copy of the Change in the Constitution of the Partnership Firm dated 22.01.2024 is produced herewith as Document No.D6-2.
10. It is submitted that the answering Defendant is not liable and cannot be held liable for the transactions which occurred or took place about two years prior to joining of the answering Defendant.
11. Further, the answering Defendant was not informed or made aware of the transaction between the Plaintiff and Defendant Nos.2 and 3 before or after joining the Defendant No.1 firm as Partner. The answering Defendant was not privy to the transaction between the Plaintiff and Defendant Nos.2 and 3 and had no knowledge of the transaction between the Plaintiff and Defendant Nos.1 to 3. Further, the answering Defendant did not provide acquiescence, either expressly or impliedly, to the transactions between the Plaintiff and the Defendant No.1 to 3 either before or after joining the Defendant No.1 firm.
12. The answering Defendant had learnt that the entire amount of Rs.1.3 crores remitted by the Plaintiff into Defendant No.1 firm was immediately withdrawn by Defendant No.1 and 2 as goodwill. The amounts were not
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR even disbursed or distributed to other persons who were partners as or that. date. The Defendant Nos.2 and 3 had withdrawn the entire amount of 1.3 crores prior to the answering Defendant being admitted as partner on 15.12.2022. Thus, the amount was not even available in the Defendant No.1 firm when the answering Defendant joined the Defendant No.1 firm as a partner. The only beneficiaries of the transactions were Defendant Nos.2 and 3. They had withdrawn the amount as the transaction was between the Plaintiff and Defendant No.2 and 3. for purchase of stake of Defendant Nos.2 and 3 in Defendant No.1 firm.
13. Further, the Reconstituted Deed of Partnership dated 15.12.2022 categorically provides that the new partners including Defendant No.6 shall not be liable for past acts, liabilities and borrowings of the Defendant No.1 firm. Some of the relevant clauses of the Reconstituted Deed of Partnership is extracted hereunder for the reference of this Hon'ble Court:
"10. BORROWING POWER: The firm shall borrow funds from banks, financial institutions and other private parties for the purpose of business of the firm only with the consent of all the partners in writing and all the documents relating to the same shall be signed by all the partners. No partner shall have the right to borrow funds in the name of the firm without the written consent of the other partners. Further, it is hereby clarified that, notwithstanding any contained in any part of this document, the newly inducted partners shall be liable only to the loans, creditors payable etc., created forthwith (which is done in good faith and was known to all the partners) his/her admission.
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR
30. The Liability, Past act, Contingent Liability and Borrowings of the firm as on date of the agreement will not bind admitting partner."
14. It is evident from the above clauses of the Reconstituted Deed of Partnership that the new partners were not liable for any past act, Contingent Liability and Borrowings of the firm and that they would be liable only for the loans, creditors payable etc, created forthwith (which is done in good faith and was known to all the partners) his/her admission.
15. Even after joining as a partner, only those borrowings would be binding which are taken with written consent and under the signature of all the partners. Any loan obtained without the written consent and knowledge and approval of all the partners is not binding on the firm and the firm would not be liable to repay the same. The liability, if any, would be that of the partner/s who ob ins the loan without the consent and knowledge of all the partners. The lender is required to verify the partnership deed prior to providing loan and cannot subsequently file any proceedings against the firm for providing loan in contravention of the provisions in the partnership deed.
16. In the present matter, even assuming for the sake of argument that the transaction between Plaintiff and Defendant No.2 and 3 was that of unsecured loan to Defendant No.1 as averred by the Plaintiff, the same would not be binding on the answering Defendant as the unsecured loan was given to the Defendant No.1 firm before the
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR answering Defendant joined the Defendant No.1 firm as partner on 15.12.2022. Further, the answering Defendant had not given consent to or accepted the liability of the Plaintiff either before or after joining the Defendant No.1 firm as a partner. Thus, the answering Defendant is not a proper or necessary party as no liability can be attributed to Defendant No.6.
17. The Plaintiff has not made out any cause of action against the answering Defendant in the Plaint. The only averment against the answering Defendant is that the answering Defendant was aware of the unsecured loan and the transaction. It is submitted that the said averment is false as the answering Defendant was not aware that the Plaintiff had given Rs.1.3 crores to Defendant Nos.2 and 3 in the form of unsecured loan to Defendant No.1 firm. At any rate, mere knowledge of the transaction will not make the answering Defendant liable to repay the loan taken without his consent and prior to his joining the Defendant No.1 firm as a partner.
Now traversing the averments made in the plaint, it is submitted as under:
18. Re: Paragraph 1 & 2: The averments in this paragraph are formal in nature and do not require any specific traversal.
19. Re: Paragraph 3: The averments in this paragraph regarding the Plaintiff are formal in nature and do not require any specific traversal.
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR
20. Re: Paragraph 4 and 5- The averments in these paras are not within the personal knowledge of the answering Defendant. It is submitted that the transactions between the Plaintiff and Defendant Nos.2 and 3 were personal in nature and had nothing to do with the Defendant No.1 firm. The purpose of the transaction was for Plaintiff to purchase the share/stake of the Defendant Nos.2 and 3 in the Defendant No.1 firm.
21: Re: Paragraph No.6 - The averment that Defendant No.6 was aware that Plaintiff had brought investment is denied as false. The Defendant No.6 had no knowledge of the transaction between the Plaintiff and the Defendant No.1 to 3 either before or after joining the Defendant No.1 until recent in January 2024 when disputes started between the Plaintiff and Defendant Nos.2 and 3. At any rate, the transaction took place before the Defendant No.6 was admitted into partnership of Defendant No.1 firm, thus the Defendant No.6 could not have known about the transactions or made liable for the transactions.
22: Re: Para No.7 - The averments in this para are not within the knowledge of the answering Defendant as answering Defendant is not a party to the proceedings stated therein.
23: Re: Para No.8 and 9 - The answering Defendant is not liable to pay the amount of Rs.2,12,32,776/- as averred by the Plaintiff in the said para. The answering Defendant is also not liable to pay interest at the rate of 18% on
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR 1,30,00,000/-. It is submitted that there is no basis for claiming interest at the rate of 18%. The liability, if any, is that of Defendant Nos.2 and 3 who are beneficiaries of the said amount.
24. Re: Para No.10- The Plaintiff has not made out any cause of action against the answering Defendant in the said Plaint. The answering Defendant was not privy to the transactions between the Plaintiff and the Defendant No.1 to 3 as the transactions pertain to the period before answering Defendant was admitted as a partner of the Defendant No.1 firm. Thus, no cause of action is made out against the Defendant No.6.
25. All other contentions and allegations in the plaint not specifically traversed herein and contrary to what is stated above are false and are hereby ,denied.
WHEREFORE it is prayed that this Hon'ble Court may be pleased to dismiss the suit against Defendant No.6 with exemplary costs in the interests of justice and equity.
WRITTEN STATEMENT FILED BY DEFENDANT NO.7 UNDER ORDER VILI RULE I OF THE CODE OF CIVIL PROCEDURE, 1908 The Defendant No.7 above-named respectfully submit as follows:
1. The Plaintiff has filed the above suit, inter alia, for a direction to the Defendants to pay a sum of Rs.2,12,32,776/-
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR to the Plaintiff and for a direction to the Defendants to pay future interest at 18% p.a on Rs. 1,30,00,000/- from the date of the suit till the date of payment of entire dues by the Defendants to the Plaintiff.
2. It is respectfully submitted that the suit filed by the Plaintiff besides constituting an abuse of the process of this Hon'ble Court, is wholly misconceived, bereft of merits, not maintainable in law or on facts and deserves to be dismissed in limine against the answering Defendant for the following among other reasons.-
a) The answering Defendant is not a proper or necessary party as he was admitted into partnership of the Defendant No.1 from 15.12.2022;
b) The Plaintiff allegedly invested into the Defendant No.1 between 17.03.2020 to 12.02.2021, i.e., before the answering Defendant was admitted as partner vide Reconstituted Deed of Partnership on 15,12.2022. The answering Defendant is not liable for the alleged past debt or liabilities of the Defendant No.1 firm;
c) The suit is bad for non-joinder of parties viz., Shri. M.G. Raghuveer, who was a partner of the Defendant No.1 at the time of the alleged transaction took place;
d) The Plaintiff has not come before this Hon'ble Court with clean hands and is disentitled from the grant of any equitable and/or discretionary reliefs at the hands of this Hon'ble Court, and
e) There is no cause of action for this suit against the answering Defendant and the plaint
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR is liable to be rejected on this ground alone against answering Defendant.
Without prejudice to the preliminary objections stated above, answering Defendant submits as follows:-
3. The Defendant No.7, Mr. Mahesh Anant Hegde, is a Chartered Accountant and is practicing as a Chartered Account since 2016. The answering Defendant had his own Independent practice and his own set of clienteles prior to joining the Defendant No.1 firm.
4. The Plaintiff and the answering Defendant had professionally known each other for some time as Chartered Accountants. In December 2022, the Plaintiff had approached the answering Defendant requesting him to join the Defendant No.1 firm as a Partner and to grow the business of the Defendant No.1 partnership firm. The Plaintiff had informed the answering Defendant that he was purchasing the Defendant No. 1 firm from Defendant No.2 and 3 and that Plaintiff would also join as a partner once the transaction was completed. It is pertinent to note that the Plaintiff had not informed the answering Defendant about the manner in which the Plaintiff: was purchasing the Defendant No.1 firm and the amount he had paid or ought to pay for the same. Further, the Plaintiff had not disclosed that he paid R&.13 crores to the Defendant No.2 and 3 by way of investment a Defendant No. 1 firm as alleged by the Plaintiff.
The answering Defendant. was given to understand by the Plaintiff that he was purchasing share of the Defendant Nos.2 and 3 in the Defendant No.1 firm and thus, payments
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR were being made or ought to be made directly to Defendant Nos.2 and 3.
5. The answering Defendant accepted the offer of the Plaintiff as the Defendant No.1 firm was more than 20-year- pld firm with reputed and good number of clients. Further, the answering Defendant was not required to invest any capital in the Defendant No.1 firm. Accordingly, the answering Defendant was admitted as partner with 5% share in profit and loss of the Defendant No.1 firm vide Reconstituted Deed of Partnership on 15.12.2022, Thereafter, the answering Defendant started full time working and contributing to the Defendant No. firm and even introduced and brought in his previous clients into the Defendant No.1 firm. The answering Defendant became aware of the transaction between the Plaintiff and the Defendant Nos.2 and 3 only after he joined the Defendant No.1 firm and had access to the accounts of the Defendant No.1 firm and disputes started between the Plaintiff and the Defendant Nos.2 and 3.
6. It is evident from para 5 of the Plaint that the transaction between the Plaintiff and Defendant No.1 in respect of which the Plaintiff has filed the present suit pertains to the period 17.03.2020 to 12.02.2021, i.e., about two years prior to answering Defendant joining the Defendant No.1 firm as a Partner from 15.12.20222. Thus, the answering Defendant is not liable and cannot be held liable for the transactions which occurred or took place, about two years prior to joining of the answering Defendant.
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR
7. Further, the answering Defendant was not informed or made aware of the nature of the transaction between the Plaintiff and Defendant Nos.2 and 3 before joining the Defendant No.1 firm as Partner. The answering Defendant was not privy to the transaction between the Plaintiff and Defendant Nos.2 and 3 and had no knowledge of the transaction between the Plaintiff and Defendant Nos.1 to 3. Further, the answering Defendant did not provide acquiescence, either expressly or impliedly, to the transactions between the Plaintiff and the Defendant No. 1 to 3 either before or after joining the Defendant No. 1 firm.
8. After joining the firm, the answering Defendant had learnt that the entire amount of Rs.1.3 crores paid by Plaintiff into Defendant No.1 firm was immediately withdrawn by Defendant No.1 and 2 as. goodwill. The amounts were not even disbursed or distributed to other persons who were partners as on that date. The Defendant Nos.2 and 3 had withdrawn the entire amount of 1.3 crores prior to the answering Defendant being admitted as partner on 15.12.2022. Thus, the amount was not even available in the Defendant No.1 firm when the answering Defendant joined the Defendant No.1 firm as a partner. The only beneficiaries of the transactions were Defendant Nos.2 and 3. They had withdrawn the amount as the transaction was between the Plaintiff and Defendant No.2 and 3 for purchase of stake of Defendant Nos.2 and 3 in Defendant No.1 firm. Thus, the answering Defendant cannot be held liable for the transaction between the Plaintiff and Defendant Nos.2 and 3.
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR
9. It is submitted that the transactions in respect of which the present suit is filed were, in fact, personal transactions between the Plaintiff and Defendant Nos.2 and 3 for the sale and purchase of share of Defendant Nos.2 and 3 in the Defendant No.1 firm. The transactions were not between the Plaintiff and Defendant No.1 firm. Thus, even the Defendant No.1 firm is not liable for the refund of the amount paid by the Plaintiff. The liability if any is strictly only that of Defendant Nos.2 and 3, who were the only beneficiaries of the transactions as they took the entire amount paid by the Plaintiff. The transaction was a personal transaction between Plaintiff and Defendant Nos.2 and 3 for purchase of Defendant Nos. 2 and 3's stake/share in the Defendant No.1 firm.
10. Further, the Reconstituted Deed of Partnership categorically provides that the new partners including Defendant No.6 shall not be liable for past acts, liabilities and borrowings of the Defendant No.1 firm. Some of the relevant clauses of the Reconstituted Deed of Partnership is extracted hereunder for the reference of this Hon'ble Court:
"10. BORROWING POWER: The firm shall borrow funds from banks, financial institutions and other private parties for the purpose of business of the firm only with the consent of all the partners in writing and all the documents relating to the same shall be signed by all the partners. No partner shall haye the right to borrow funds in the name of the firm without the written consent of the other partners. Further, it is hereby clarified that, notwithstanding any contained in any part of this document, the newly inducted partner/s shall be liable only to the loans, creditors payable etc., created forthwith (which is done in good
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR faith and was known to all the partners) his/her admission.
30. The Liability, Past act, Contingent Liability and Borrowings of the firm as on date of the agreement will not bind admitting partner."
11. It is evident from the above clauses of the Reconstituted Deed of Partnership that the new partners were not liable for any past act, Contingent Liability and Borrowings of the firm and that they would be liable only for the loans, creditors payable etc., created forthwith (which is done in good faith and was known to all the partners) his/her admission.
12. Even after joining as a partner, only those barrowings would be binding which are taken with written consent and under the signature of* all the partners. Any loan obtained without the written consent and knowledge and approval of all the partners is not binding on the firm and the firm would not be liable to repay the same. The liability, if any, would be that of the partner/s who obtains the loan without the consent and knowledge of all the partners. The lender is required to verify the partnership deed prior to providing loan and cannot subsequently, file any proceedings against the firm for providing loan in contravention of the provisions in the partnership deed under which the partnership firm is constituted defining the powers, rights and liabilities of the partners.
13. In the present matter, even assuming for the sake of argument that the transaction between Plaintiff and
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR Defendant No.2 and 3 was that of unsecured loan to Defendant No.1 as averred by the Plaintiff, the same would not be binding on the answering Defendant as the unsecured loan was taken by Defendant No.1 firm before the answering Defendant joined the Defendant No.1 firm as partner on 15.12.2022. Further, the answering Defendant had not given consent to or accepted the liability of the Plaintiff either before or after joining the Defendant No.1 firm as a partner. Thus, the answering Defendant is not a proper or necessary party as no liability can be attributed to Defendant No.7.
14. The Plaintiff has not made out any cause of action against the answering Defendant in the Plaint. The only averment against the answering Defendant is that the answering Defendant was aware of the unsecured loan and the transaction. It is submitted that the said averment is false as the answering Defendant was not aware that the Plaintiff had given Rs.1.3 crores to Defendant Nos.2 and 3 in the form of unsecured loan to Defendant No.1 firm. At any rate, mere knowledge of the transaction will not make the answering Defendant liable to repay the loan taken without his consent and prior to his joining the Defendant No.1 firm as a partner.
Now traversing the averments made in the plaint, it is submitted as under:
15. Re: Paragraph 1 & 2: The averments in this paragraph are formal in nature and do not require any specific traversal.
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR
16. Re: Paragraph 3: The averments in this paragraph regarding the Plaintiff are formal in nature and do not require any specific traversal.
17. Re: Paragraph 4 and 5- The averments in these paras are not within the personal knowledge of the answering Defendant. It is submitted that the transactions between the Plaintiff and Defendant Nos.2 and 3 were personal in nature and had nothing to do with the Defendant No.1 firm The purpose of the transaction was for Plaintiff to purchase the share/stake of the Defendant Nos.2 and 3 in the Defendant No.1 firm.
18. Re: Paragraph No.6 - The averment that Defendant No.7 was aware that Plaintiff had brought investment is denied as false. The Defendant No.7 was always under the presumption that the Plaintiff had paid the amount directly to Defendant Nos.2 and 3 for purchasing their stake in Defendant No.1 firm. At any rate, the transaction took place before the Defendant No.7 was admitted into partnership of Defendant No.1 firm, thus the Defendant No.7 could not have known about the transactions or made liable for the transactions.
19. Re: Para No.7 - The averments in this para are not within the knowledge of the answering Defendant as answering Defendant is not a party to the proceedings stated therein. The fact that the Plaintiff chose to only lodge FIR against the Defendant No.2 and 3 shows that the transaction
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR was personal in nature and that the Defendant No. 1 firm had nothing to do with the transaction.
20. Re: Para No.8 and 9 - The answering Defendant is not liable to pay the amount of Rs.2,12,32,776/- as averred by the Plaintiff in the said para. The answering Defendant is also not liable to pay interest at the rate of 18% on 1,30,00,000/- It is submitted that there is no basis for claiming interest at the rate of 18%. The liability, if any, is that of Defendant Nos.2 and 3 who are beneficiaries of the said amount.
21. Re: Para Nọ.10- The Plaintiff has not made out any cause of action against the answering Defendant in the said Plaint. The answering Defendant was not privy to the transactions between the Plaintiff and the Defendant No.1 to 3 as the transactions pertain to the period before Defendant No.7 was admitted as a partner of the Defendant No.1 firm. Thus, no cause of action is made out against the Defendant No.7.
22. All other contentions and allegations in the plaint not specifically traversed herein and contrary to what is stated above are false and are hereby denied.
WHEREFORE it is prayed that this Hon'ble Court may be pleased to dismiss the suit against Defendant No.7 with exemplary costs in the Interests of justice and equity."
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR
8. So also, applications - I.A.Nos.5, 9, 10 and 11 filed for deletion of respondent Nos.5, 4, 6 and 7, statement of objections filed by the plaintiff and the impugned orders read as under:
APPLICATION UNDER ORDER 1 RULE 10 (2) READ WITH SECTION 151 OF THE CODE OF CIVIL PROCEDURE:-
For the reasons stated in the accompanying affidavit this Hon'ble court may be pleased to strike out the name of Defendant No.5, the party improperly joined in the above case, the dispute relating to the subject matter is not concerned to the party in the above case. In the interest of justice and equity.
AFFIDAVIT I, Sri. Alfred Avinash, S/o Domnic Joseph Raju, aged about 34 years, Residing at No.132, Sambrama Sadhana, Opp.
Silver Oak apartment, T.C.Palya, Bangalore-560036. Do hereby solemnly affirm and state on oath as follows:-
1. I am the Defendant No.$ and I am fully conversant with the facts of the case and as such I have signed to this affidavit.
2. I submit that, I am unaware of the money transaction and proceedings between plaintiff and defendant No.2 and 3 that have been taken in the year 2020 to 2021. I submit that I have joined in the partnership firm, as the Incoming partner signed to the Reconstitution deed of partnership dated 15/12/2022, and the plaintiff is also the Witness to the partnership deed dated 15/12/2022 signed by me. I am
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR herewith produce to the Hon'ble Court as Document No.1 as per Indian Partnership Act 1932, Section 30 this incoming partner who admitted as a partner into n already existing Firm the consent from all the other existing partners. Such partner is not liable for any acts of the firm taken before his entry as a partner to the firm"
3. I submit that plaintiff interaction acquaintance with defendant No.2 and 3 who are principal partners in the partnership firm to arrange the investment and facilitate development of the defendant No.1l firm, in the year 2020- 2021, are not within the knowledge of me.
4. I submits that it is amply clear that the transaction has happened before I joined in the Firm as incoming partner admission as a partner. I further submit that, due to the circumstances existing between myself. And defendant No.1 to 3, No beneficial business emerged and, I had resigned as partner dated on 22.1.2024. The copy of the resignation letter has been herewith produced to the Hon'ble Court as Document No.2.
5. I submit that I had resigned as partner dated on 22.1.2024. The above case filed by the plaintiff against me on dated 8.2.2024, after the resignation accepted by the Board of partners in the partnership Firm, I further submit that In the Citation observation made in the Supreme Court of India In Mumbai International Airport (P) Ltd. v. Regency Convention Centre and Hotels (P) Ltd. the honourable Apex court considered the scope of Order 1 Rule
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR 10(2) CPC and observed: Para No. 8. The general rule in regard to impleadment of parties is that the plaintiff in a suit, being dominus litis, may choose the persons against whom he wishes to litigate and cannot be compelled to sue a person against whom he does not seek any relief. Consequently, a person who is not a party has no right to be impleaded against the wishes of the plaintiff. But this general rule is subject to the provisions of Order I Rule 10(2) of Code of Civil procedure (Code' for short), which provides for impleadment of proper or necessary parties. The said sub- rule is extracted below:
(2) The Court may at any stage of the proceedings, either upon without the application of either party, and on such terms as may appear to the Court to be just, order that the name of any party improperly joined, whether as plaintiff or defendant, be struck out, and that the name of any person who ought to have been joined, whether as plaintiff or defendant, or whose presence before the Court may be necessary in order to enable the Court effectually and completely to adjudicate upon and settle all the questions involved in the suit, be added.
Wherefore, I pray in the above case this Hon'ble Court may be pleased to be struck out defendant No.5 against whom he does not seek any relief. Consequently, in the interest of justice and equity.
What is stated in the above affidavit it is true to best of my knowledge and belief and information.
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR STATEMENT OF OBJECTIONS TO THE APPLICATION FILED BY DEFENDANT NO.5 UNDER ORDER I, RULE 10(2) R/W SECTION 151 OF THE CODE OF CIVIL PROCEDURE The Plaintiff begs to file objections to the above application filed by the Defendant No.5 as follows:
1. The application is misconceived and not maintainable both in law and on facts and the same is liable to be dismissed in limine.
2. The Plaintiff has filed the above suit on the allegation that the Defendant No.1 firm and its partners are liable for the suit claim In paragraph-6 of the plaint, the participation of Defendants No.4 to 7 is also narrated. Once the liability of the firm ds established, the partners become jointly and severally liable. It is a matter of evidence to establish all relating facts. In light of the same, the Applicant cannot seek for deletion on the basis of his defence. The necessary parties have to be decided based on the averments in the plaint.
3. It is submitted that the alleged date of joining by the Applicant into the firm on 15.12.2022 is not admitted and it is a matter of trial. Even otherwise, the liability of the partner is not immune to any pre-existing liability of the firm. The partner who joins the firm is obliged to verify and ascertain pre-existing liabilities of the firm and cannot plead ignorance.
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR Even otherwise, these aspects have no bearing on the liability and more so is a matter for trial.
4. It is pertinent to note that the Applicant has filed written Statement in the above matter and contested the matter on merits and the contentions taken up by him therein are matters to be decided in evidence. Hence, the application is misconceived.
5. The Plaintiff is dominus litis and the plaint averments are sole basis to ascertain necessary or a proper party. Hence, the prayer to seek deletion, particularly based on disputed facts and contrary to the provisions of the applicable law is not maintainable. Hence, it is just and necessary to dismiss the application with costs.
Wherefore, the Plaintiff prays that this Hon'ble Court be pleased to dismiss the above application with costs, in the interest of justice according to law.
"ORDERS ON I.A.NO.5 This application is filed by the 5th defendant under Order I Rule 10(2) r/w Sec. 151 of CPC seeking deletion of name of 5th defendant from the suit.
2. In the accompanying affidavit 5th defendant has sworn to that, he is not at all connected and aware with the money transaction held between plaintiff and defendants No.2, 3 which was taken place in the year 2020-2021. According to him, he joint the partnership firm under the reconstitution deed of partnership dated 15.12.2022 to which plaintiff is
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR also a witness. For this reason 5th defendant sought for deletion of his name from the plaint.
3. Plaintiff filed objections and interalia contended that, the partner joints to the firm is obliged to verify and ascertain pre-existing the liabilities of the firm and he cannot plead ignorance.
4. Heard both side.
5. Now the point that arise for my consideration are :
1. Whether the 5 Defendant has made out reasonable grounds to allow I.A.No.5?
2. What order?
6. My answer to the above points are :
Point No.1 : In the Affirmative.
Point No.2 : As per the final Order for the following :
REASONS
7. Point No.1 : This suit is filed by the plaintiff against the defendants for recovery of Rs. 2,12,32,776/- with interest. In the plaint it is pleaded that, defendants No.2 and 3 on behalf of defendant No. 1 requested the plaintiff to invest for development of defendant No.1 firm. Accordingly plaintiff invested Rs.1,30,00,000/- on the defendant firm. Thereafter defendants No.4 to 7 were also inducted as partners of defendant No.1 firm who are very well aware about the understanding between plaintiff and defendants No. 1 to 3. Since defendants No. 1 to 3 failed to pay the suit claim amount, plaintiff filed the above suit. Now the question that
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR arise before this Court whether a newly inducted partner shall be held liable for the liabilities of the firm made earlier to his entering into the partnership firm. It is admitted fact that, a deed of reconstitution of partnership was executed on 23.12.2020 in which the 5t defendant was admitted as a partner. I have gone through clause 30 of the above deed of reconstitution which reads "the liability, passed act, contingent liability and borrowings of the firm as on the date of agreement will not bind admitting partner". If this clause is perused the 5th defendant who is newly admitted to partnership cannot be held liable for the liabilities incurred by the 1st defendant firm earlier to his admitting as partner. Hence, in my opinion 5* defendant is not a necessary and proper party to this suit. Accordingly, I answer point No.1 in affirmative.
8. Point No.2 : For the reasons stated in the above said paras, I proceed to pass the following;
ORDER I.A. No.5 filed by the 5th defendant under Order I Rule 10(2) r/w Sec.151 of CPC is hereby allowed.
Plaintiff is hereby directed to strike the name of 5th defendant from the plaint, carry out amendment and to furnish amended plaint by 19.10.2024.
APPLICATION UNDER ORDER 1 RULE 10 (2) READ WITH SECTION 151 OF THE CODE OF CIVIL PROCEDURE, 1908 For the reasons sworn to in the accompanying Affidavit, it is prayed that this Hon'ble Court may be pleased to strike
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR out the Applicant/Defendant No.4 from the array of Defendants for being improperly joined as a Defendant, in the interests of justice and equity.
AFFIDAVIT I, Puja Rakhecha, w/o Jaikishan Golechha, aged about 37 years, residing at No.501 & 502, Rachappa Garden, Lakshmi Road, 8th Cross, Shanthinagar, Bangalore - 560 027. The deponent above-named, do herby solemnly affirm and declare as under:
1. I am the Defendant No.4 in the above matter and as such I am well conversant with the facts of the case and competent to swear this affidavit.
2. The Plaintiff has filed the above suit, inter alia, for directions to the Defendants to pay a sum of Rs.2,12,32,776/- to the Plaintiff and for a direction to the Defendants to pay future interest at 18% p.a on Rs.1,30,00,000/- from the date of the suit till the date of payment of entire dues by the Defendants to the Plaintiff.
3. I state that I was admitted as partner in the Defendant No.1 firm vide Reconstituted Deed of Partnership dated 23.12.2020. However, the Defendant Nos.2 and 3 never allowed me to work full time for the Defendant No.1 firm and approached Defendant Nos.2 and 3 several times, I was not permitted to work or bring new clients to the firm for one reason or another.. I resigned from the Defendant No.1 firm vide resignation letter dated 22.01.2024 (Document D4-2) with immediate effect, i.e.,
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR prior to filing of the suit on 08.02.2024 and was not a partner in the Defendant No.1 firm on the date of filing of the present suit.
4. It is submitted that Defendant Nos. 5 and 7 had also simultaneously resigned from the Defendant No.1 firm. Accordingly, Change in the Constitution of the Partnership Firm dated 22.01.2024 was entered between the remaining partners, i.e., Defendant Nos.2, 3 and 7 and outgoing partners, i.e., Defendant Nos.4, 5 and 6.
5. I state that the transaction between the Plaintiff and Defendant Nos.2 and 3 was not that of loan but for purchasing the stake of Defendant Nos.2 and 3 in the Defendant No.1 firm. Accordingly, the entire alleged amount of Rs. 1,30,00,000/- remitted by the Plaintiff into Defendant No.1 firm was immediately withdrawn by Defendant No.1 and 2 as goodwill.
6. I state that assuming this was a loan transaction, the agreement and understanding for taking the loan was between the Plaintiff and Defendant Nos.2 to 3 before I was admitted as partner in the Defendant No.1 firm on 23.12.2020. This is also evident from the fact that the first tranche of Rs.55,00,0000/- was alleged paid by the Plaintiff on 17.03.2020 that is about 9 months before I became partner in the Defendant No.1 firm.
7. Furthermore, even after joining as a partner, only those borrowings would be binding upon me which was taken with the written consent and under the signatures of all the
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR partners as per Clause 9 of the Reconstituted Deed of Partnership dated 23.12.2020. Any loan obtained without the written consent and knowledge and approval of all the partners is not binding on the firm. Clause 9 of the reconstituted Deed of Partnership dated 23.12.2020 is extracted hereunder for easy reference:
BORROWING POWER: The firm shall borrow funds from banks, financial institutions and other private parties for the purpose of business of the firm only with the consent of all the partners in writing and all the documents relating to the same shall be signed by all the partners. No partner shall have the right to borrow funds in the name of the firm without the written consent of the other partners."
8. Thus, it is evident from the above that any borrowing by the Defendant No.1 firm has to be with the written consent and signatures of all the Partners. I have never given consent or signed any document for obtaining an unsecured loan or investment form the Plaintiff. Thus, any loan or investment given by the Plaintiff to the Defendant Nos.2 and 3 is not binding on the Defendant No.1 firm and other partners of the Defendant No.1 firm which is in contravention of the Partnership Deed under which the partnership firm is constituted defining the powers, rights and liabilities of the partners. The said loan/investment is also not binding on me as it was obtained before I was admitted as partner.
9. I am advised to state that as per Section 25 of the Partnership Act, 1932 "every partner is liable jointly with all the other partners and also severally, for all acts of the firm
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR done while he is a partner". Thus, I am not liable for the actions of the Defendant No.1 to 3 before I was inducted as a partner.
10. I state that Plaintiff has not made out any cause of action against the me in the Plaint. The only averment against me is that the answering Defendant was aware of the unsecured loan and the transaction. It is submitted that the said averment is false as I was not aware that the Plaintiff had given Rs.1.3 crores to Defendant Nos.2 and 3 in the form of unsecured loan to Defendant No.1 firm. Thus, I am not a proper or necessary party as I was not a partner when the transactions took place between the Plaintiff and Defendant Nos.1 to 3 or when the Plaintiff filed the present suit. I state that I am not a proper or necessary party and ought to be deleted from the array of Defendants.
11. Great hardship and loss will be caused to me if the accompanying Application is not allowed. On the contrary, no hardship or loss will be caused to the Plaintiff if the Application is allowed.
Wherefore, it is prayed that this Hon'ble Court may be pleased to allow the Application as prayed for, in the interests of justice and equity.
APPLICATION UNDER ORDER 1 RULE 10 (2) READ WITH SECTION 151 OF THE CODE OF CIVIL PROCEDURE, 1908 For the reasons sworn to in the accompanying Affidavit, it is prayed that this Hon'ble Court may be pleased to strike out
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR the Applicant/Defendant No.6 from the array of Defendants for being improperly joined as a Defendant, in the interests of justice and equity.
AFFIDAVIT I, Sri. Gopala Krishna Hebbar B.C, S/o B.V. Chandrashekhara, aged about 26 years, working at No.76, 2nd floor, 50 feet main road, Opp. Silicon Honda, Mount Joy Extension, Hanumanthnagar, Banashankari I* Stage, Banashankari, Bengaluru - 560019. The deponent above- named, do herby solemnly affirm and declare as under:
1. I am the Defendant No.6 in the above matter and as such I am well conversant with the facts of the case and competent to swear this affidavit.
2. The Plaintiff has filed the above suit, inter alia, for directions to the Defendants to pay a sum of Rs.2,12,32,776/- to the Plaintiff and for a direction to the Defendants to pay future interest at 18% p.a on Rs.1,30,00,000/- from the date of the suit till the date of payment of entire dues by the Defendants to the Plaintiff.
3. I state that I was admitted as partner in the Defendant No.1 firm vide Reconstituted Deed of Partnership on 15.12.2022 (Document no.1 of Plaint). However, the Defendant Nos.2 and 3 never allowed me to work full time for the Defendant No.1 firm. Even though I tried to work for the Defendant No.1 firm and approached Defendant Nos.2 and 3 several times, I was not permitted to work or bring new clients to the firm for one reason or another.
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR
4. It is evident from para 5 of the Plaint that the transaction between the plaintiff and Defendant No.1 in respect of which the Plaintiff has filed the present suit pertains to the period 17.03.2020 to 12.02.2021, i.e., about two years before I joined the Defendant No.1 firm as a Partner from 15.12.2022. Thus, I state that I was not involved in the transactions between the Plaintiff and the Defendant No.1 to 3 in any capacity lest in the capacity of a partner.
5. The Defendant Nos.2 and 3 asked me to resign from the Defendant No.1 firm in January 2024. Having regard to the fact that I was not permitted to work and the ongoing disputes in the firm, I resigned from Partnership of the Defendant No.1 firm vide resignation letter dated 22.01.2024 (Document no.D6-1) with immediate effect. I also orally informed the Plaintiff about my resignation as the Plaintiff had introduced me to the Defendant No.1 firm.
6. I had resigned as partner from the Defendant No.1 firm on 22.01.2024, i.e., prior to the date of filing of the present suit on 08.02.2024. Thus, I am not a proper or necessary party as I was not a partner when the transactions took place between the Plaintiff and Defendant Nos.1 to 3 or when the Plaintiff filed the present suit.
7. I state that Defendant Nos.4 and 5 had also simultaneously resigned from Defendant No.1 firm. Accordingly, Change in the Constitution of the Partnership Firm dated 22.01.2024 was entered between the remaining
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR partners, i.e., Defendant Nos.2, 3 and 7 and outgoing partners, i.e., Defendant Nos.4, 5 and 6.
8. I state that I am not liable and cannot be held liable for the transactions which occurred or took place about two years prior to joining the Defendant No.1 firm.
9. I state that I was not informed or made aware of the transaction between the Plaintiff and Defendant Nos.2 and 3 before or after joining the Defendant No.1 firm as Partner. I was not privy to the transaction between the Plaintiff and Defendant Nos.2 and 3 and had no knowledge of the transaction between the Plaintiff and Defendant Nosy to 3. Further, I did not provide acquiescence, either expressly or impliedly, to the transactions between the Plaintiff and Defendant No.1 to 3 either before or after joining the Defendant No.1 firm.
10. Further, the Reconstituted Deed of Partnership dated 15.12.2022 categorically provides that the new partners including myself shall not be liable for past acts, liabilities and borrowings of the Defendant No.1 firm. Some of the relevant clauses of the Reconstituted Deed of Partnership is extracted hereunder for the reference of this Hon'ble Court:
"10. BORROWING POWER: The firm shall borrow funds from banks, financial institutions and other private parties for the purpose of business of the firm only with the consent of all the partners in writing and all the documents relating to the same shall be signed by all the partners. No partner shall have the right to borrow funds in the name of the firm without the written consent of the other
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR partners. Further, it is hereby clarified that, notwithstanding any contained in any part of this document, the newly inducted partners shall be liable only to the loans, creditors payable etc., created forthwith (which is done in good faith and was known to all the partners) his/her admission.
30. The Liability, Past act, Contingent Liability and Borrowings of the firm as on date of the agreement will not bind admitting partner."
11. It is evident from the above clauses of the Reconstituted Deed of Partnership that the new partners were not liable for any past act, Contingent Liability and Borrowings of the firm and that they would be liable only for the loans, creditors payable etc., created forthwith (which is done in good faith and was known to all the partners) his/her admission.
12. I am advised to state that as per Section 25 of the Partnership Act, 1932 "every partner is liable jointly with all the other partners and also severally, for all acts of the firm done while he is a partner". Thus, I am not liable for the actions of the Defendant No.1 to 3 before I was inducted as a partner.
13. I state that Plaintiff has not made out any cause of action against the me in the Plaint. The only averment against the answering Defendant is that the answering Defendant was aware of the unsecured loan and the transaction. It is submitted that the said averment is false as I was not aware that the Plaintiff had given Rs.1.3 crores to Defendant Nos.2 and 3 in the form of unsecured loan to Defendant No.1 firm. Thus, I am not a proper or necessary party as I was not a partner when the transactions took place between the
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR Plaintiff and Defendant Nos.1 to 3 or when the Plaintiff filed the present suit. I state that I am not a proper or necessary party and ought to be deleted from the array of Defendants.
14. I state that my case stands on the same footing as that of Defendant no.5 and I am liable to be deleted from the array of Defendants as I am not a proper or necessary party as I cannot be made liable for the alleged loan obtained by Defendant Nos.2 and 3 two years before I was inducted as a partner.
15. Great hardship and loss will be caused to me if the accompanying Application is not allowed. On the contrary, no hardship or loss will be caused to the Plaintiff if the Application is allowed.
Wherefore, it is prayed that this Hon'ble Court may be pleased to allow the Application as prayed for, in the interests of justice and equity.
APPLICATION UNDER ORDER 1 RULE 10 (2) READ WITH SECTION 151 OF THE CODE OF CIVIL PROCEDURE, 1908 For the reasons sworn to in the accompanying Affidavit, it is prayed that this Hon'ble Court may be pleased to strike out the Applicant/Defendant No.7 from the array of Defendants for being improperly joined as a Defendant, in the interests of justice and equity,
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR AFFIDAVIT I, Mahesh Anant Hegde, S/o Anant Ganapathi Hegde, aged about 34 years, residing at No.C207, Chaitrashree Royale, SLV Layout, Opp Gopalan Arcade Mall, R.R. Nagar, Bengaluru - 560 098. The deponent above-named, do herby solemnly affirm and declare as under:
1. I am the Defendant No.7 in the above matter and as such I am well conversant with the facts of the case and competent to swear this affidavit.
2. The Plaintiff has filed the above suit, inter alia, for directions to the Defendants to pay a sum of Rs.2,12,32,776/- to the Plaintiff and for a direction to the Defendants to pay future interest at 18% p.a on Rs.1,30,00,000/- from the date of the suit till the date of payment of entire dues by the Defendants to the Plaintiff.
3. I state that I was admitted as partner in the Defendant No.1 firm vide Reconstituted Deed of Partnership on 15.12.2022 (Document no.1 of Plaint).
4. It is evident from para 5 of the Plaint that the transaction between the Plaintiff and Defendant No.1 in respect of which the Plaintiff has filed the present suit pertains to the period 17.03.2020 to 12.02.2021, i.e., two years before I joined the Defendant No.1 firm as a Partner from 15.12.2022.. Thus, I state that I was not involved in the transactions between the
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR Plaintiff and the Defendant No.1 to 3 in any capacity lest in the capacity of a partner.
5. I state that I am not liable and cannot be held liable for the transactions which occurred or took place about two years prior to joining the Defendant No.1 firm.
6. I state that I was not informed or made aware of the transaction between the Plaintiff and Defendant Nos.2 and 3 before joining the Defendant No.1 firm as Partner. I was not privy to the transaction between the Plaintiff and Defendant Nos.2 and 3 and had no knowledge, of the transaction between the Plaintiff and Defendant Nos.1 to 3. Further, I did not provide acquiescence, either expressly or impliedly, to the transactions between the Plaintiff and the Defendant No.1 to 3 either before or after joining the Defendant No.1 firm.
7. Further, the Reconstituted Deed of Partnership dated 15.12.2022 categorically provides that the new partners including myself shall not be liable for past acts, liabilities and borrowings of the Defendant No.1 firm. Some of the relevant clauses of the Reconstituted Deed of Partnership is extracted hereunder for the reference of this Hon'ble Court:
"10. BORROWING POWER: The firm shall borrow funds from banks, financial institutions and other private parties for the purpose of business of the firm only with the consent of all the partners in writing and all the documents relating to the same shall be signed by all the partners. No partner shall have the right to borrow funds in the name of the firm without the written consent of the other
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR partners. Further, it is hereby clarified that, notwithstanding any contained in any part of this document, the newly inducted partner/s shall be liable only to the loans, creditors payable etc., created forthwith (which is done in good faith and was known to all the partners) his/her admission.
30. The Liability, past act, Contingent Liability and Borrowings of the firm as on date of the agreement will not bind admitting partner:"
8. It is evident from the above clauses of the Reconstituted Deed of Partnership that the new partners were not liable for any past act, Contingent Liability and Borrowings of the firm and that they would be liable only for the loans, creditors payable etc., created forthwith (which is done in good faith and was known to all the partners) his/her admission.
9. I am advised to state that as per Section 25 of the Partnership Act, 1932 "every partner is liable jointly with all the other partners and also severally, for all acts of the firm done while he is a partner". Thus, I am not liable for the actions of the Defendant No.1 to 3 before I was inducted as a partner.
10. I state that Plaintiff has not made out any cause of action against the me in the Plaint. The only averment against the answering Defendant is that the answering Defendant was aware of the unsecured loan and the transaction. It is submitted that the said averment is false as I was not aware that the Plaintiff had given Rs.1.3 crores to Defendant Nos.2 and 3 in the form of unsecured loan to Defendant No.1 firm. Thus, I am not a proper or necessary party as I was not a
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR partner when the transactions took place between the Plaintiff and Defendant Nos.1 to 3. I state that I am not a proper or necessary party and ought to be deleted from the array of Defendants.
11. I state that my case stands on the same footing as that of Defendant no.5 and I am also liable to be deleted/struck off from the array of Defendants as I am not a proper or necessary party as I am cannot be made liable for the alleged loan taken by Defendant Nos.2 and 3 two years before I joined the partnership firm.
12. Great hardship and loss will be caused to me if the accompanying application is not allowed. On the contrary, no hardship or loss will be caused to the Plaintiff if the Application is allowed.
Wherefore, it is prayed that this Hon'ble Court may be pleased to allow the Application as prayed for, in the interests of justice and equity.
STATEMENT OF OBJECTIONS TO THE APPLICATION FILED BY DEFENDANT NO.4 UNDER ORDER I, RULE 10(2) R/W SECTION 151 OF THE CODE OF CIVIL PROCEDURE The Plaintiff begs to file objections to the above application filed by the Defendant No.4 as follows:
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR
1. The application is misconceived and not maintainable both in law and on facts and the same is liable to be dismissed in limine.
2. The Plaintiff has filed the above suit on the allegation that the Defendant No.1 firm and its partners are liable for the suit claim. In paragraph-6 of the plaint, the participation of Defendants No.4 to 7 is also narrated. Once the liability of the firm is established, the partners become jointly and severally liable. It is a matter of evidence to establish all relating facts. In light of the same, the Applicant cannot seek for deletion on the basis of his defence. The necessary parties have to be decided based on the averments in the plaint.
3. It is submitted that as admitted by the applicant in accompanying affidavit the date of joining by the Applicant into the firm on 23.12.2020 hence it is apparently clear that after her admitting in to the firm on 12.02.2021 plaintiff paid a sum of Rupees 30,00,000/- to firm. Even otherwise, the liability of the partner is not immune to any pre-existing liability of the firm. The partner who joins the firm is obliged to verify and ascertain pre-existing liabilities of the firm and cannot plead ignorance. Even otherwise, these aspects have no bearing on the liability and more so is a matter for trial.
4. It is pertinent to note that the Applicant has filed written statement in the above matter and contested the matter on merits and the contentions taken up by him therein are
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR matters to be decided in evidence. Hence, the application is misconceived.
5. The Plaintiff is dominus litis and the plaint averments are sole basis to ascertain necessary or a proper party. Hence, the prayer to seek deletion, particularly based on disputed facts and contrary to the provisions of the applicable law is not maintainable. Hence, it is just and necessary to dismiss the application with costs.
Wherefore, the Plaintiff prays that this Hon'ble Court be pleased to dismiss the above application with costs, in the interest of justice according to law.
STATEMENT OF OBJECTIONS TO THE APPLICATION FILED BY DEFENDANT NO.6 UNDER ORDER I, RULE 10(2) R/W SECTION 151 OF THE CODE OF CIVIL PROCEDURE The Plaintiff begs to file objections to the above application filed by the Defendant No.6 as follows:
1. The application is misconceived and not maintainable both in law and on facts and the same is liable to be dismissed in limine.
2. The Plaintiff has filed the above suit on the allegation that the Defendant No.1 firm and its partners are liable for the suit claim. In paragraph-6 of the plaint, the participation of Defendants No.4 to 7 is also narrated. Once the liability of
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR the firm is established, the partners become jointly and severally liable. It is a matter of evidence to establish all relating facts. In light of the same, the Applicant cannot seek for deletion on the basis of his defence. The necessary parties have to be decided based on the averments in the plaint.
3. It is submitted that the alleged date of joining by the Applicant into the firm on 15.12.2022 is not admitted and it is a matter of trial. Even otherwise, the liability of the partner is not immune to any pre-existing liability of the firm. The partner who joins the firm is obliged to verify and ascertain pre-existing liabilities of the firm and cannot plead ignorance. Even otherwise, these aspects have no bearing on the liability and more so is a matter for trial.
4. It is pertinent to note that the Applicant has filed written statement in the above matter and contested the matter on merits and the contentions taken up by him therein are matters to be decided in evidence. Hence, the application is misconceived.
5. The Plaintiff is dominus litis and the plaint averments are sole basis to ascertain necessary or a proper party. Hence, the prayer to seek deletion, particularly based on disputed facts and contrary to the provisions of the applicable law is not maintainable. Hence, it is just and necessary to dismiss the application with costs.
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR Wherefore, the Plaintiff prays that this Hon'ble Court be pleased to dismiss the above application with costs, in the interest of justice according to law.
STATEMENT OF OBJECTIONS TO THE APPLICATION FILED BY DEFENDANT No.7 UNDER ORDER I, RULE 10(2) R/W SECTION 151 OF THE CODE OF CIVIL PROCEDURE The Plaintiff begs to file objections to the above application filed by the Defendant No.7 as follows:
1. The application is misconceived and not maintainable both in law and on facts and the same is liable to be dismissed in limine.
2. The Plaintiff has filed the above suit on the allegation that the Defendant No.1 firm and its partners are liable for the suit claim. In paragraph-6 of the plaint, the participation of Defendants No.4 to 7 is also narrated. Once the liability of the firm is established, the partners become jointly and severally liable. It is a matter of evidence to establish all relating facts. In light of the same, the Applicant cannot seek for deletion on the basis of his defence. The necessary parties have to be decided based on the averments in the plaint.
3. It is submitted that the alleged date of joining by the Applicant into the firm on 15.12.2022 is not admitted and it is a matter of trial. Even otherwise, the liability of the partner is
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR not immune to any pre-existing liability of the firm. The partner who joins the firm is obliged to verify and ascertain pre-existing liabilities of the firm and cannot plead ignorance. Even otherwise, these aspects have no bearing on the liability and more so is a matter for trial.
4. It is pertinent to note that the Applicant has filed written statement in the above matter and contested the matter on merits and the contentions taken up by him therein are matters to be decided in evidence. Hence, the application is misconceived.
5. The Plaintiff is dominus litis and the plaint averments are sole basis to ascertain necessary or a proper party. Hence, the prayer to seek deletion, particularly based on disputed facts and contrary to the provisions of the applicable law is not maintainable. Hence, it is just and necessary to dismiss the application with costs.
Wherefore, the Plaintiff prays that this Hon'ble Court be pleased to dismiss the above application with costs, in the interest of justice according to law.
ORDERS ON I.A.No.9 to 11 These applications are filed by the defendants No.4, 6 and 7 under Order I Rule 10(2) r/w Sec. 151 of CPC seeking deletion of name of their names from this suit.
2. In the accompanying affidavit defendants No.4, 6 and 7 have sworn to that, they are not at all connected and aware
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR with the money transaction held between plaintiff and defendants No.2, 3 which was taken place in the year 2020- 2021. According to them, though they are partners with the plaintiff they were not allowed to work by the plaintiff as per the reconstitution deed of partnership dated 15.12.2022 to which plaintiff is also a witness. For this reasons the above defendants sought for deletion of their names from the plaint.
3. Plaintiff filed objections and interalia contended that, the partner joints to the firm is obliged to verify and ascertain pre-existing the liabilities of the firm and he cannot plead ignorance.
4. Heard both side.
5. Now the point that arise for my consideration are :
1. Whether the Defendants No.4, 6 and 7 have made out reasonable grounds to allow I.A. No.9 to 11?
2. What order?
6. My answer to the above points are :
Point No.1 : In the Affirmative.
Point No.2 : As per the final Order for the following :
REASONS
7. Point No.1 : This suit is filed by the plaintiff against the defendants for recovery of Rs.2,12,32,776/- with interest. In the plaint it is pleaded that, defendants No.2 and 3 on behalf of defendant No.1 requested the plaintiff to invest for development of defendant No.1 firm. Accordingly plaintiff
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR invested Rs. 1,30,00,000/- on the defendant firm. Thereafter defendants No.4 to 7 were also inducted as partners of defendant No.1 firm who are very well aware about the understanding between plaintiff and defendants No.1 to 3. Since defendants No. 1 to 3 failed to pay the suit claim amount, plaintiff filed the above suit. Now the question that arise before this Court whether a newly inducted partner shall be held liable for the liabilities of the firm made earlier to his entering into the partnership firm. It is admitted fact that, a deed of reconstitution of partnership was executed on 23.12.2020 in which the above defendants were admitted as a partners. I have gone through clause 30 of the above deed of reconstitution which reads "the liability, passed act, contingent liability and borrowings of the firm as on the date of agreement will not bind admitting partner". If this clause is perused the above defendants who are newly admitted to partnership cannot be held liable for the liabilities incurred by the 1st defendant firm earlier to his admitting as partner. Apart from this I.A.5 filed by 5th defendant seeking deletion of his name has already been allowed vide order dated 30.09.2024. 'Till this date plaintiff has not carried out amendment of the plaint nor he has challenged the orders passed by this court on I.A.5 which shows that, defendants No.1 and 2 are very well aware that, these defendants are not necessary parties to this suit. Hence, in my opinion above defendants are not a necessary and proper parties to this suit. Accordingly, 1 answer point No.1 in affirmative.
8. Point No.2 : For the reasons stated in the above said paras, I proceed to pass the following ;
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR ORDER I.A.No.9 to 11 filed by the defendants No.4, 6, and 7 under Order I Rule 10(2) /w Sec.151 of CPC is hereby allowed.
Plaintiff is hereby directed to strike the name of defendants No.4, 6 and 7 from the plaint, carry out amendment and to furnish amended plaint by 28.04.2025."
9. A perusal of the pleadings of the parties including the various contentions urged in the applications - I.A.Nos.5, 9 to 11 and objections filed by the plaintiff to the said applications will clearly indicate that there are several contentious issues and disputed questions of law and fact, which would arise for consideration between the parties, in particular, the plaintiff and defendant Nos.4, 5, 6 and 7, which would necessarily have to be decided by the Trial Court only after a full-fledged trial and not while considering an application for deletion of parties from the suit.
It is well settled that while considering an application for addition / deletion of parties, the merits / demerits of the rival contentions cannot be gone into, especially when the said contentions give rise to disputed questions of law and fact warranting or requiring an
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR opportunity to both parties to adduce oral and documentary evidence in support of their respective claims.
10. It is also pertinent to note that the Trial Court while allowing applications for deletion of defendant Nos.4, 5, 6 and 7 has adverted to the reconstitution deed produced by the plaintiff himself in order to come to the conclusion that defendant Nos.4 to 7 were not proper or necessary parties to the suit; in this context, it is relevant to state that the rights and liabilities of parties flowing and arising from the reconstitution deed and the rival contentions in this regard would also necessarily have to be decided after giving an opportunity to both parties to adduce evidence in support of their rival contentions and the Trial Court clearly fell in error in placing reliance upon the Deed of Reconstitution and adverting to the merits of the rival contentions and coming to the conclusion that defendant Nos.4 to 7 were not liable to answer the suit claim without appreciating that the said issue would require to be considered only after a full-fledged trial. Under these circumstances, I am of the considered opinion that the impugned orders passed by the Trial Court, deleting defendant Nos.4 to 7 from the array of parties is clearly contrary to the well settled
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR principles of law governing addition / deletion of parties warranting interference by this Court in the present petition as held by the Apex Court in the case of M/S J N Real Estate v. Shailendra Pradhan & Ors. - 2025 INSC 611 and Nak Engineering Company Pvt. Ltd. V. Tarun Keshrichand Shah and Ors. - 2026 INSC 8.
11. Insofar as the judgment of the Kerala High Court relied upon by the learned counsel for defendant No.5 in the case of Vinod Babu Vs. District Collector - 2005 4 KLT 412 is concerned, the said judgment deals with the rights and liabilities of partners, in the light of Sections 21 and 31 of the Partnership Act, which would also have to be considered by the Trial Court, in accordance with law while deciding the rights and liabilities of the parties. Under these circumstances, the said judgment which was rendered in the facts and circumstances of the said case cannot be applied to the facts of the present case relating to deletion of parties.
12. Insofar as the judgment of the Delhi High Court in the case of Rajiv Sharma Vs. Balaji Enterprises and another - 2023
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR SCC Online Del 4113, is concerned, the said suit was instituted by the plaintiff against defendant No.1, who was a proprietor and the employee of the said proprietary concern was arrayed as defendant No.2 in the suit. In fact, it is necessary to state that Delhi High Court referred to its earlier judgment in the case of Mohinder Jeet Singh Vs. BMW India Pvt. Ltd. and noticed the ratio laid down therein that deletion of a party, as a defendant in a suit is therefore possible only upon arriving at a determination that the party is neither necessary nor proper party and the allegations made in the suit should be analysed in the context of those principles and so long as the plaintiff had filed the suit making all the defendants including defendant Nos. 4 to 7 jointly and severally liable, the question as to whether he has disclosed a cause of action against them, entitling him to proceed against them would also have to be decided only after a full-fledged trial. After noticing the said principle, the Delhi High Court came to the conclusion that in the facts of the said case, an employee of a proprietary concern of which the employee was arrayed as defendant No.2 and was merely an employee of defendant No.1, who was the sole proprietor of a proprietary concern was neither proper nor
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NC: 2026:KHC:7323 WP No. 18902 of 2025 C/W WP No. 18905 of 2025 HC-KAR necessary party and the said judgment would also not be applicable to the facts of the instant case especially when the proprietor and the proprietary concern are one and the same and an employee cannot be held to be liable for the liability of the proprietor, who was arrayed as defendant No.1. Under these circumstances even this judgment relied upon by the learned counsel for defendant Nos.4 to 7 cannot be accepted.
13. In the result, I pass the following:
ORDER
(i) Both the petitions are hereby allowed.
(ii) The impugned order dated 30.09.2024 passed on I.A.No.5 and the impugned order dated 16.04.2025 passed on I.A.Nos.9 to 11 by the LXXXVII Additional City Civil & Sessions Judge, Commercial Court at Bangalore in Comm.O.S.No.225/2024 are hereby set aside.
(iii) Liberty is reserved in favour of defendant Nos.4 to 7 to urge all their contentions on merits, which shall be decided by the Trial Court.
Sd/-
(S.R.KRISHNA KUMAR) JUDGE SV List No.: 1 Sl No.: 36