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“12.No partner shall without the consent of the other partner obtained in writing for the purpose of any of the following acts:-
Engage while he is a partner or be directly or indirectly concerned, in may business other, than that of and competing with the business of the firm.
XXX XXX XXX h. Assign or mortgage his share in the partnership or attempt to introduce and consider as partner…” The respondent no.2 through letter no.59582 dated 04.11.1971 requested the IOCL for supply of the copy of the standard agreement as referred to in condition no.2 of the letter of allotment issued by IOCL. IOCL vide letter dated 12.11.1971 had given an assurance to them to send the said agreement in due course. The respondent no.2 through letter dated 16.12.1971 again requested for a copy of the said standard agreement from IOCL. IOCL vide letter no. 3622 dated 31.12.1971 allayed apprehension of both respondent nos.2 and 3 on the score of non-availability of the said standard agreement and the termination of distributorship. The relevant part of the said letter no. 3622 reads thus:
On 31.10.1973 both respondent nos.2 and 3 went to Calcutta to meet the Branch Manager, IOCL. The respondent no.2 expressed his desire to transfer his share in the partnership in the name of either his wife or his father. The respondent no.3 gave oral consent to the desire expressed by respondent no.2. Later, the respondent no.3 confirmed his oral consent by writing a letter dated 15.11.1973 addressed to the Branch Manager, IOCL.
The respondent no.2 through letter dated 17.11.1973 addressed to the Branch Manager, IOCL sought IOCL’s permission to transfer his share in the partnership in the name of either his wife or his father. On 02.1.1974, the respondent no.2 joined Bihar Government Services as Deputy Superintendent of Police.

Whether IOCL had the right to terminate the distributorship of respondent nos. 2 and 3?

Whether the provision of Section 14(1)(c) of the Specific Relief Act, 1963 is applicable in the instant case?

What order?

Answer to Point No.1 Ms. Pinky Anand, the learned Additional Solicitor General on behalf of the appellant-IOCL contended that IOCL had the right to terminate the distributorship without assigning any reason. She submitted that the High Court has incorrectly held that IOCL violated Condition no.8 (supra) of the terms and conditions as mentioned in the letter of allotment dated 21.10.1971 by terminating the distributorship without giving 30 days notice to respondent no.2 which was a pre-requisite condition. She further submitted that the said 30 days notice as required under condition no.8 was given in the notice of termination itself. She placed reliance upon the decision of this Court in the case of Her Highness Maharani Shanti Devi P. Gaikwad V. Savjibhai Haribhai Patel & ors[1]. The relevant portion of the judgment cited by her reads thus:

It is also an admitted fact that both respondent nos. 2 and 3 got the partnership firm registered as per the terms and conditions of letter of allotment and at least twice requested IOCL to send the Company’s standard agreement for signature, but IOCL failed to send it to them. Hence, it can be inferred from the pleadings and evidence on record that the Company’s standard agreement was never executed by them.
On 23.03.1972 both the respondent nos. 2 and 3 started their business without the said standard agreement being signed by both of them. The partnership business continued to be regulated by the terms and conditions of the letter of allotment issued by IOCL. Hence, the claim of IOCL that both the respondent nos. 2 and 3 were aware of the said standard agreement is unsusceptible in law. There is nothing on record to show that both the respondent nos. 2 and 3 had any knowledge or had ever agreed to the terms of the said standard agreement. We agree with the submission made by Mr. Sibal that the agreement which is not executed by the parties cannot be legally made enforceable against them. Therefore, the High Court has rightly held that the standard agreement cannot be said to be legally binding upon the respondent nos. 2 and 3 as the same has never been executed between the allottes and IOCL.