IN THE HIGH COURT AT CALCUTTA CIVIL APPELLATE JURISDICTION COMMERCIAL APPELLATE DIVISI0N APPELLATE SIDE Present: The Hon’ble Justice Debangsu Basak And The Hon’ble Justice Md. Shabbar Rashidi AO-COM 16 of 2025 Haldibari Tea Manufacturers LLP & Anr. Vs. Mohindra Tubes Limited & Ors. For the Appellants : Mr. Jishnu Saha, Sr. Adv., Mr. Avishek Guha Mr. Deepak Kumar Sarkar Mr. Ishaan Saha Ms. Arunika Dutta Ms. Sonal Agarwal For the Respondent Nos. 1 & 2 : Mr. Srijib Chakraborty Mr. Shounak Mukhopadhyay Ms. Akanksha Mukherjee Ms. Shyantee Datta For the Respondent Nos. 3 to 5 : Mr. Vikram Chandravanshi Ms. Avantika Chandravanshi Mr. Akash Dutta Hearing concluded on : July 8, 2026 Judgment on : July 8, 2026 Debangsu Basak, J.:- 1. Appeal is at the behest of a defendant in a suit. 2. Appeal is directed against Order No. 36 dated April 29, 2025 passed in Commercial Suit No. 1 of 2023. 2 3. By the impugned order, learned Trial Judge directed stay of operation of the award dated November 24, 2022 passed by the Arbitrator till disposal of the suit. 4. Learned senior advocate appearing for the appellants submits that the appellant no. 2 is a partner of the partnership firm under the name and style of Haldibari Tea Manufacturers LLP. He submits that partners of such partnership firm referred the disputes in respect of the firm to arbitration. An award dated November 24, 2022 was passed. 5. Learned senior advocate appearing for the appellants submits that in the suit that respondent nos. 1 and 2 filed before the learned Commercial Court at Siliguri being Commercial Suit No. 1 of 2023, the respondent nos. 1 and 2 sought recovery of money from the appellants amongst others as also other reliefs. He draws the attention of the Court to the pleadings of the plaint as also to the prayers made in the plaint. 3 6. Learned senior advocate appearing for the appellants refers to Sections 23 (1) and 42 of the Limited Liability Partnership Act, 2008. He submits that transfer of partnership interest is governed by the provisions of Section 23 read with Section 42 of the Act of 2008 along with the partnership agreement. 7. Learned senior advocate appearing for the appellants refers to Clauses 5 (c), 15 and 17 of the Partnership Agreement dated November 11, 2019. He submits that under the terms of the partnership agreements, transfer of interest of any partner in the partnership requires the consent of the existing partner. He submits that the partnership was reconstituted on January 31, 2020 where similar clauses were present. 8. Learned senior advocate appearing for the appellant submits that the appellant no. 2 and the respondent nos. 3, 4 and 5 are the partners of the partnership firm. He submits that no consent of the appellant no. 2 was obtained for the transfer of 4 the interest of the partnership in the partnership firm to the respondent nos. 1 and 2. 9. Learned senior advocate appearing for the appellants submits that since the transfer of interest by the respondent nos. 3, 4 and 5 to the respondent nos. 1 and 2 in the partnership firm was contrary to the terms of the partnership agreement dated November 11, 2019 and January 31, 2022 read with Sections 23 and 42 of the Act of 2008, no cognizance should be taken of such transfer. The claims of the respondent nos. 1 and 2 with regard to the partnership firm, therefore, are without any basis. The respondent no. 1 cannot be treated as a valid partner of the partnership firm. 10. Learned senior advocate appearing for the appellants submits that the appellants were not aware of the alleged creation of interest in favour of the respondent no. 1 in respect of the partnership firm by the respondent nos. 3, 4 and 5. He submits that the Form filed with the Registrar of Company is of no 5 consequence as the transfer of interest is bad in law. Similarly, participation, if any, by the respondent no. 1 in the arbitration between the appellants and the respondent nos. 3, 4 and 5 are also of no consequence. 11. Learned senior advocate appearing for the appellants submits that the appellant no. 2 is the signatory of the bank account of the appellant no. 1. Appellant no. 2 invested huge sums of money in the functioning of the appellant no. 1, i.e. the partnership firm. Appellant no. 2 bears of the expenses of the appellant no. 1. Appellant no. 2 is instrumental in paying the labour and other expenses of the appellant no. 1. 12. Learned senior advocate appearing for the appellants submits that the appellant no. 1 runs a tea garden. The tea garden is presently being managed and operated by the appellant no. 2. Continuance with the interim order of injunction, therefore, will affect the business of the appellant no. 1 and will affect the tea garden and its functioning. 6 13. Learned advocate appearing for the respondent no. 1 submits that the respondent no. 1 was validly inducted as a partner in respect of the appellant no. 1. Respondent no. 1 participated in the arbitration between the appellants and the respondent nos. 3, 4 and 5 before the learned Arbitrator who passed the award dated November 24, 2022. 14. Learned advocate appearing for the respondent no. 1 submits that there are number of litigations between the parties. He refers to a list of dates. He submits that the claim that the appellant no. 2 is in control of the affairs of the partnership firm is belied from the fact that the appellant no. 2 stood expelled from the partnership firm on July 22, 2022. His reinstatement never occurred. Therefore, the question of the appellant no. 2 managing the affairs of the appellant no. 1 does not arise. 15. Learned advocate appearing for the respondent nos. 3, 4 and 5 submits that the transfer of interest of the respondent nos. 3, 4 and 5 in the appellant no. 1 to the respondent no. 1 is valid. 7 16. The impugned order was passed on a contested hearing of an injunction application filed at the behest of the respondent nos. 1 and 2 in the Commercial Suit No. 1 of 2023. 17. Respondent nos. 1 and 2 in the present appeal as the plaintiffs sought various reliefs with regard to the affairs of the partnership firm. Claim of the respondent nos. 1 and 2 in the plaint is that the respondent no. 1 was inducted as a partner in the partnership firm. Respondent no. 1 invested in the affairs of the partnership firm. Respondent no. 2 looked after the interests of the respondent no. 1 in the partnership firm. Respondent nos. 1 and 2 represented the partnership firm through learned counsel in the arbitration between the firm and the appellant no. 1 as well as the respondent nos. 3, 4 and 5. 18. In the arbitration as noted above, an award dated November 24, 22 was passed. Case of the respondent nos. 1 and 2 in the plaint is that the respondent no. 2 was busy with the marriage of his son for a particular period of time and, therefore, could not 8 attend the arbitration proceedings. In the arbitration proceedings, the respondent nos. 3, 4 and 5 and the appellant no. 2 invited the learned Arbitrator to pass the consent award dated November 24, 2022 thereby purporting to oust the respondent no. 1 from the partnership firm. 19. In such factual matrix, respondent nos. 1 and 2 sought various reliefs with regard to the partnership firm including money claims as well as reinstatement of interest of the respondent no. 1 in the partnership firm. The respondent nos. 1 and 2 as the plaintiffs claimed that the award dated November 24, 2022 is not binding upon the respondent nos. 1and 2 and that no effect should be given in such award in respect of the partnership firm. 20. Respondent nos. 1 and 2 filed an application under Order XXXIX Rules 1 & 2 of the Civil Procedure Code, 1908 in such suit. Such injunction petition was disposed of by the impugned 9 order after affording the parties opportunities to file written objection and reply thereto. 21. By the impugned order, learned Trial Judge held that the respondent nos. 1 and 2 as the plaintiffs were able to make out prima facie case. The balance of convenience and inconvenience was in favour of the respondent nos. 1 and 2 and that the respondent nos. 1 and 2 would suffer irreparable loss in the event the award dated November 24, 2022 was not stayed. 22. As noted above, the disputes revolve around the partners of the partnership firm. There are competing claims as to the composition of the partnership firm. One end of the spectrum is the claim of the appellant no. 2 that he continues to be a valid partner of the partnership firm. On the other side of the spectrum is the claim of the respondent nos. 1 and 2 and the respondent nos. 3, 4 and 5 on the other. They jointly claim that the respondent no. 1 is a valid partner after the appellant no. 2 was expelled from the partnership firm on July 22, 2022. 10 23. Necessary form inducting the respondent no. 1 in the firm was filed with the Registrar of Companies. Respondent no. 1 represented the partnership firm in the arbitration proceedings where the appellants were present. 24. Appellants were in the know of the involvement of the respondent nos. 1 and 2 in the partnership firm. At this prima facie stage the claims of the respondent nos. 1 and 2 in the firm cannot be said to be without any basis. 25. The various clauses in the two agreements and Section 23 and 42 of the Act of 2008 may work against the appellant no. 2 if it is established at the trial that his expulsion was valid. 26. The Court is informed that the appellants filed written statement in the suit. Learned advocate appearing for the respondent nos. 1 and 2 on instructions submits that respondent nos. 1 and 2 as the plaintiffs are ready and willing to proceed with the suit expeditiously. 11 27. The issues raised in the suit require consideration after affording the parties reasonable opportunity to adduce evidence in respect of their respective claims. At the interim stage, we are not in a position to return a conclusive finding as to whether or not the induction of the respondent no. 1 as a partner to the partnership firm was invalid. The plaintiffs, in our view, made out a prima face case to go to trial. The balance of convenience and inconvenience as also the parameters with regard to the irreparable injury are in favour of the respondent nos. 1 and 2 in granting the order of injunction as granted by the learned Trial Judge. Moreover, the impugned order is well reasoned. Learned Trial Judge exercised discretion which cannot be termed to be perverse. The view taken by the learned Trial Judge as recorded in the impugned order is a plausible view. 12 28. At this stage, learned advocate appearing for the appellants submits that the learned Trial Judge may be requested to dispose of the suit within six months from date. 29. Since written statement is already on record, and since learned advocate for the respondents do not object to such prayer, it would be appropriate to request the learned Judge in seisin of Commercial Suit No. 1 of 2023 to endeavour and dispose of the suit within six months from the date of communication of this order without affording any unreasonable adjournments to any of the parties. 30. In such circumstances, we do not find any ground to interfere with the impugned order. 31. AO-COM 16 of 2025 is dismissed without any order as to costs. (Debangsu Basak, J.) 32. I agree S.D. (Md. Shabbar Rashidi, J.) SUROJIT DAS Digitally signed by SUROJIT DAS Date: 2026.07.09 12:22:31 +05'30'