-Report by Harshit Yadav

This judgement concerns a petition filed by M/s InterarchBuilding Products Pvt. Ltd. seeking to quash an order passed by the learned MM (NI Act, Patiala House Courts, New Delhi) in Criminal Complaint bearing number 10567/2020. The complaint was filed by the respondent, alleging that M/s Swift Construction Expert (the accused firm) had approached the respondent in January 2019 for the design, engineering, fabrication, supply, and erection of a pre-engineered steel building. The petitioner is seeking quashing of the complaint and the order taking cognizance of an offence under Section 138 of the Negotiable Instrument Act.

FACTS:

A complaint was filed by M/s Interarch Building Products Pvt.Ltd. against M/s Swift Construction Expert, a partnership firm, for dishonour of two cheques issued towards payment of outstanding dues.

The complainant alleged that after the acceptance of the proposal, the accused firm had issued a revised purchase order and further bills and invoices were raised.

The accused firm released a part payment of Rs. 50,00,000/- through RTGS and asked the complainant to present two post-dated cheques for the balance payment of Rs. 61,00,000/-. However, both cheques were dishonoured.

The complaint was filed under Section 138 of the Negotiable Instrument Act against the accused firm and its partners, including the petitioner, Ridhima Jain, who was shown as Accused No. 3.

Issues:

Whether the petitioner, who is the wife of Accused No. 2 and not a signatory to the cheques, can be made accused and held liable for the dishonour of cheques only for accompanying her husband on a few occasions.

Whether the person who is not a signatory to the cheque can be held liable for its dishonour under Section 138 of the Negotiable Instrument Act.

Whether the petitioner, who actively participated in the execution of the purchase/works order and acted on behalf of the accused firm, can be held liable for the dishonour of cheques.

Whether the petitioner is a partner in the accused firm and responsible for the conduct of its business and can be proceeded against under Section 141 of the Negotiable Instrument Act.

Petitioner’s Contentions:

Petitioner (Ridhima Jain) is not the signatory of the impugned cheques and is not a partner in the accused firm. The account from which cheques were issued was not a joint account.

Petitioner cannot be made accused and liable for the dishonour of cheque only for the reason that she used to accompany her husband on a few occasions.Section 138 of the Negotiable Instrument Act, the person who is not signatory to the cheque cannot be held liable for its dishonour. Even in terms of Section 141 of the Negotiable Instrument Act, it is only the person in charge and responsible for the conduct of the business of the company who shall be deemed to be guilty of the offence and is liable to be proceeded against.

RESPONDENT’S CONTENTIONS:

Arguments raised are a matter of trial and should be addressed before the learned Trial Court.

The petitioner has actively participated in the execution of the purchase/works order, communicated with the respondent company through e-mails, and acted on behalf of the accused firm.

The petitioner is a partner in the accused firm.

The petitioner, having actively participated in the execution of the purchase/work order, was also responsible for the conduct of the business of the firm.

JUDGEMENT:

The petitioner has filed a petition seeking to quash the order passed by the learned Magistrate (NI Act, Patiala House Courts, New Delhi) in a criminal complaint filed by the respondent under Section 138 of the Negotiable Instrument Act. The complaint alleged that the accused firm had issued two cheques which were dishonoured, and the petitioner, who is one of the accused, is also responsible for the same.

The petitioner has submitted that he cannot be held liable for the dishonour of the cheques as he is not a signatory to them. He further submitted that under Section 141 of the Negotiable Instrument Act, only the person in charge and responsible for the conduct of the business of the company can be held liable.

The respondent argued that the petitioner actively participated in the execution of the purchase order, communicated with the respondent company, and acted on behalf of the accused firm. The respondent further denied the fact that the petitioner is not a partner in the accused firm.

The court held that the petitioner’s arguments are matter of trial and should be addressed before the learned Trial Court. The court further noted that the petitioner actively participated in the execution of the purchase order, and was responsible for the conduct of the business of the accused firm. The court also noted that the learned Trial Court had found the petitioner to be a partner in the accused firm.

Therefore, the court rejected the petitioner’s petition seeking to quash the order passed by the learned Magistrate, and held that the matter should be addressed before the learned Trial Court.

READ FULL JUDGMENT: https://bit.ly/3F6vdvN

Case Number:

CA 1903

Equivalent Citation:

[1903] 1 K.B. 81

Bench:

Collins, M.R. and Methew, J. 

Decided on:

19 November 1902

Relevant Act:

The Partnership Act 1890

Brief Facts and Procedural History:

In this case the defendant company is a partnership company with two partners, Mr Houston and Mr Strong, who represented the company. Mr Houston took care of the functioning of the company and Mr Strong was a sleeping partner. Mr Houston, acting within the scope of his authority, bribed the clerk of the plaintiff’s company and induced him to commit a breach of contract with the plaintiff as a result of which the clerk divulged some of the secret, important information of the plaintiff’s company. This act of Mr Houston was done without Mr Strong’s knowledge. The information was used by Mr Houston in a way to make the plaintiff company, his competitor, suffer the loss. Plaintiff sued both the partners of the defendant company for breach of contract under vicarious liability. The trial court said that both the partners are liable for breach of the contract. The case went to the Court of Appeal.

Contention:

  • Whether or not Mr Houston acted within the scope of his authority in obtaining the details of the plaintiff company?
  • Whether or not Mr Strong is liable for the wrongful act committed by Mr Houston?

The ratio of the Case:

The defendant’s counsel argued that gaining information about your competitor’s business is something that a businessman can do and hence, it is legal. So, what Mr Houston did is legal and that he is not liable for the breach of contract. The court agreed with this argument of the defence counsel and stated that Mr Houston acted as an agent and it is done within the scope of his authority, it is illegitimate and amounts to a breach of contract. This was based on the board risk principle, according to which if the principal is the one who will benefit from the acts of the agent, then he is also liable for the risks the agent goes through, while he is performing the acts delegated to him. In this case, the clerk was an agent of Mr Houston and so he is liable for the risk the clerk incurred, that is, the breach of contract, while delivering the information Mr Houston has asked for.

The decision of the Court:

The Court of Appeal upheld the order of the trial court and said that both the partners of the defendant company, Mr Houston and Mr Strong, are guilty of inducing breach of contract, even though it was committed by only one of them.

This case comment is written by Santhiya V, a 3rd year BBA LLB (Hons.) studying at Alliance University.

Editor- Deeksha Arora

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CASE NUMBER

4 P.C. 419.

EQUIVALENT CITATION

(1872) L.R. 4 P.C. 4.

BENCH

Sir Montague E. Smith.

DECIDED ON

27th July, 1872.

Brief Facts And Procedural History

In this case, W. N. Watson & Co. borrowed some amount of money from Raja Pratap Chandra Singh, but the company failed to return the money back to Raja. So, the company signed a mortgage deed and an agreement with Raja, according to which the company gave the power of control over business to Raja Pratap Chandra Singh and the right to take benefit from the company’s profit until the due amount is paid. Thereafter, the W. N. Watson Co. entered into a contract with Mollwo, March Company (Plaintiff). The W. N. Watson Co. failed to fulfill the contract with the Mollwo, March & Co. As a result, the Mollwo, March & Co. filed a suit against Raja and W. N. Watson Co. as they thought that Raja is a partner in W. N. Watson Co. as he was taking his share in the profits. 

Issues Before The Court

The main issue was whether Raja Pratap Chandra Singh can be considered as a partner or not, as he is sharing the profits of the business?

Ratio Of The Case

In this case, the court said that Mollwo, March Company cannot sue Raja as the real intention of the contract between Raja and W. N. Watson Company was not to become partners but to pay the due amount that the company was unable to pay.

Decision Of The Court

In this case, the court held that Raja cannot be considered as a ‘Partner’ (referring to the guidelines given in Cox v. Hickman case), as the contract which was made between Raja and W. N. Watson Company was not a partnership but the company wanted to pay the debt and hence they gave power and rights to Raja on their business. Therefore, the relation between W. N. Watson Company and Raja is of a debtor and creditor and so that is why, the Mollwo, March Company cannot sue Raja.

The case analysis has been done by Priyanka Choudhary, currently pursuing BA LLB from Mody University of Science and Technology, Lakshmangarh, Rajasthan.

The case analysis has been edited by Shubham Yadav, pursuing B.com LL.B. (4th Year) from Banasthali Vidyapith.

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