W.A. Nos.667 & 682 of 2022 -1-
IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE THE CHIEF JUSTICE MR.S.MANIKUMAR
&
THE HONOURABLE MR. JUSTICE SHAJI P.CHALY
THURSDAY, THE 9TH DAY OF JUNE 2022 / 19TH JYAISHTA, 1944
WA NO. 667 OF 2022
AGAINST THE JUDGMENT IN WP(C) 1993/2022 OF HIGH COURT OF KERALA
APPELLANT/S:
1 M/S.MONGAM INDANE SERVICES, REPRESENTED BY ITS MANAGING
PARTNER MRS.NISHA.M
AGED 40 YEARS
BUILDING NO.VII/ 724, PATHIPPARA ROAD, MONGAM .P.O.,
MALAPPURAM DISTRICT. PIN-673642 REPRESENTED BY ITS
MANAGING PARTNER, MRS.NISHA.M, W/O.SAJIN, AGED 40 YEARS,
RESIDING AT KILIKKOTTUTHODUVIL HOUSE, MONGAM.P.O.,
MALAPPURAM DISTRICT. PIN-673642, PIN - 673642
2 MRS.NISHA.M, AGED 40 YEARS
W/O.SAJIN, AGED 40 YEARS, MANAGING PARTNER, M/S.MONGAM
INDANE SERVICES, INDANE DISTRIBUTOR, RESIDING AT
KILIKKOTTUTHODUVIL HOUSE, MONGAM.P.O., MALAPPURAM
DISTRICT. PIN-673642, PIN - 673642
3 LAJIN.D.L,AGED 40 YEARS
LAJIN.D.L, S/O. LATE DIXON, AGED 40 YEARS, PARTNER OF
M/S.MONGAM INDANE SERVICES , INDANE DISTRIBUTOR, RESIDING
AT BAGALETH QUARTERS, FEDERAL BANK BUILDING, KOZHIKODE
ROAD, MONGAM.P.O., MALAPPURAM DISTRICT. PIN-673642, PIN -
673642
BY ADV R.SURENDRAN
RESPONDENT/S:
1 INDIAN OIL CORPORATION LTD., REPRESENTED BY CHIEF GENERAL
MANAGER (LPG)
INDIAN OIL CORPORATION LTD., REPRESENTED BY CHIEF GENERAL
MANAGER (LPG), INDIAN OIL CORPORATION,
KERALA STATE OFFICE, PANAMPILLY AVENUE,
PANAMPILLY NAGAR.P.O., COCHIN-682036, PIN - 682036
2 CHIEF AREA MANAGER, INDIAN OIL CORPORATION
CHIEF AREA MANAGER, INDIAN OIL CORPORATION, KOZHIKODE AREA
OFFICE, II FLOOR, P.M.K.TOWERS, WAYANAD ROAD, CIVIL
STATION P.O. KOZHIKODE-673020, PIN - 673020
BY ADV M.GOPIKRISHNAN NAMBIAR
SRI. E.K.NANDAKUMAR(SR) FOR RESPONDENTS
THIS WRIT APPEAL HAVING COME UP FOR ADMISSION ON 09.06.2022,
ALONG WITH WA.682/2022, THE COURT ON THE SAME DAY DELIVERED THE
FOLLOWING:
W.A. Nos.667 & 682 of 2022 -2-
IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE THE CHIEF JUSTICE MR.S.MANIKUMAR
&
THE HONOURABLE MR. JUSTICE SHAJI P.CHALY
THURSDAY, THE 9TH DAY OF JUNE 2022 / 19TH JYAISHTA, 1944
WA NO. 682 OF 2022
AGAINST THE JUDGMENT IN WP(C) 1058/2022 OF HIGH COURT OF KERALA
APPELLANT/S:
M/S. MONGAM INDANE SERVICES, REPRESENTED BY ITS MANAGING
PARTNER, MRS.NISHA.M
AGED 40 YEARS
M/S. MONGAM INDANE SERVICES, BUILDING NO.VII/ 724,
PATHIPPARA ROAD, MONGAM .P.O., MALAPPURAM DISTRICT. PIN-
673642 REPRESENTED BY ITS MANAGING PARTNER, MRS.NISHA.M,
W/O.SAJIN, AGED 40 YEARS, RESIDING AT KILIKKOTTUTHODUVIL
HOUSE, MONGAM.P.O., MALAPPURAM DISTRICT. PIN-673642, PIN -
673642
BY ADV R.SURENDRAN
RESPONDENT/S:
1 INDIAN OIL CORPORATION LTD., REPRESENTED BY CHIEF GENERAL
MANAGER (LPG)
INDIAN OIL CORPORATION LTD., REPRESENTED BY CHIEF GENERAL
MANAGER (LPG), INDIAN OIL CORPORATION, KERALA STATE
OFFICE, PANAMPILLY AVENUE,
PANAMPILLY NAGAR.P.O., COCHIN-682036
, PIN - 682036
2 CHIEF AREA MANAGER, INDIAN OIL CORPORATION
CHIEF AREA MANAGER, INDIAN OIL CORPORATION, KOZHIKODE AREA
OFFICE, II FLOOR, P.M.K.TOWERS, WAYANAD ROAD, CIVIL
STATION P.O. KOZHIKODE-673020
, PIN - 673020
BY ADV M.GOPIKRISHNAN NAMBIAR
SRI. E.K.NANDAKUMAR(SR) FOR RESPONDENTS
THIS WRIT APPEAL HAVING COME UP FOR ADMISSION ON 09.06.2022,
ALONG WITH WA.667/2022, THE COURT ON THE SAME DAY DELIVERED THE
FOLLOWING:
W.A. Nos.667 & 682 of 2022 -3-
JUDGMENT
Shaji P. Chaly, J.
The appeals are filed by the one and the same petitioners challenging the common judgment of the learned Single Judge in W.
P. (C) No. 1993 of 2022 and W. P. (C) No. 1058 of 2022 dated 22.04.2022 whereby the reliefs sought for by the appellant seeking interference with the termination of LPG distributorship by the Indian Oil Corporation, the 1st respondent, and other allied reliefs were declined.
2. In fact W. P. (C) No. 1058 of 2022 leading to W. A. No. 682 of 2022 was filed by the petitioners seeking direction to the Indian Oil Corporation to provide regular and uninterrupted supply of LPG to the petitioners as and when orders are placed with sufficient funds to meet the bills and for a further mandamus directing the Indian Oil Corporation to give adequate opportunity of personal hearing on Ext.
P1 show cause notice issued by the Oil Corporation asking to show cause why the distributorship shall not be terminated, and Ext. P2 explanation offered, before passing a final order in the matter; whereas W.A. Nos.667 & 682 of 2022 -4- W. P. (C) No. 1993 of 2022 leading to the connected writ appeal was filed to quash Ext. P15 order dated 07.01.2022 issued by the Indian Oil Corporation terminating the petitioners' distributorship and for a further mandamus directing the Corporation to restore the entire consumers of the petitioners' distributorship with all present bookings for refill and fresh connections as on 06.01.2022 forthwith, and consequently to provide regular and uninterrupted supply of LPG to the petitioners, as and when orders are placed with sufficient funds to meet the bills. Since the appeals are materially connected, on consent, we have heard them together.
3. Material facts for the disposal of the appeals are as follows:-
4. The 2nd appellant in W. A. No. 667 of 2022 namely Nisha M.
in her personal capacity got selected for appointment as LPG distributor for the location 'Mongam' in Malappuram District and accordingly, Ext. P1 letter of intent was issued to her. Later it was reconstituted as a partnership firm comprising appellants 2 and 3 and one Binu V. M. Ext. P3 distributorship agreement was signed by all partners and thereafter Ext. P2 partnership agreement was signed by and between the partners. One partner namely Binu V. M. was W.A. Nos.667 & 682 of 2022 -5- expelled from the partnership which according to the appellants was in terms of Section 33 of the Indian Partnership Act and clause 12 of Ext.
P2 partnership agreement.
5. Matters being so, the Indian Oil Corporation issued Ext. P10 show cause notice alleging that expulsion of Sri. Binu V. M. is in violation of Ext. P3 distributionship agreement and also that the 2 nd appellant applied for distributionship suppressing her marriage. The appellants 2 and 3 submitted Exts. P12 and P13 replies to Ext. P10;
however from 07.01.2022 the respondent Corporation stopped supply of LPG to the appellants. Hence the partnership firm approached this Court by filing W. P. (C) No. 1058 of 2022 seeking supply of LPG cylinders. While so, Ext P15 termination order was issued which was challenged in W. P. (C) No. 1993 of 2022.
6. The learned Single Judge after taking into account the covenants, and the terms and conditions of the distributorship agreement, the guidelines in force in the subject matter, and the contentions advanced by the rival parties has held as follows:-
"24. The argument of the petitioners is that the term contained in Clause 23(c)(iii) "whether in the identity of its W.A. Nos.667 & 682 of 2022 -6- partners or appointment of whole time Office Bearers or Elected Members or in the terms of the Deed of Partnership or by the Bye-laws as the case may be" would take within its ambit only substitution of Partners and amendment of the terms of the partnership, and not expulsion or retirement of a Partner, cannot be accepted. Expulsion of a Partner would indeed change the identity of partnership.
25. The petitioners would urge that Clause 23(c)(iii) should be read along with the terms and conditions of Ext.P2 Partnership Deed. Clause 12 of Ext.P2 enables the Partners to oust any Partners for misconduct involving fraudulent conduct and misappropriation of funds. Ext.P2 is an agreement between the Partners of the 1st petitioner Partnership Firm. The provisions contained therein cannot supersede the Distributorship Agreement entered into by the petitioners with the 1st respondent-Corporation, as contended by the petitioners. As far as the respondents are concerned, they will be justified in terminating the contract for violation of the terms contained in Ext.P3. The fact that petitioners 2 and 3 have only exercised their statutory power under Section 33 of the Indian Partnership Act, cannot alter the conditions contained in Ext.P3 to which petitioners 2 and 3 are signatories.
26. The petitioners would argue that since the respondents have not accepted the expulsion of Binu V.M., there is no cause of action to terminate the Distributorship Agreement. The argument is unacceptable because petitioners 2 and 3 have admittedly violated Clause 23(c)(iii) of Ext.P3 Distributorship W.A. Nos.667 & 682 of 2022 -7- Agreement. Ext.P15 therefore is in order.
27. The second reason put forth by the respondents for termination of Distributorship Agreement is regarding submission of wrong information in the application submitted by the 2nd petitioner, for obtaining the Distributorship. According to the respondents, in her application dated 29.08.2011 for LPG Distributorship under Government Personnel Category, the 2nd petitioner stated her marital status as "Single". In the notarised affidavit dated 22.08.2011 filed in support of the application also, the applicant stated her status as "Single". But, in the Marriage Certificate available in the Government of Kerala website, the 2nd petitioner's marriage is shown as registered on 20.04.2008. Thus, there is a wrong statement made by the petitioner in her application for Distributorship.
28. The argument of the 2nd petitioner is that the registration made by the Registrar of Marriages is fictitious and there was no ceremonial marriage on 20.04.2008. This Court finds that the defence of the petitioners is too weak to stand. When a statutory authority registers a marriage, as long as the registration is not cancelled by known means of law, the marriage should be treated as one registered in accordance with law. A subsequent solemnisation/ registration of marriage under a different statute, cannot invalidate the marriage registered on 20.04.2008.
For the afore reasons, this Court is of the considered view that the respondents were justified in terminating the LPG Distributorship granted to the petitioners. The writ petitions W.A. Nos.667 & 682 of 2022 -8- therefore fail and are hence dismissed."
7. It is thus challenging the legality and correctness of the judgment of the learned Single Judge, the appeal is preferred.
8. Heard learned counsel for the appellants Sri. R. Surendran and Sri. E. K. Nandakumar, learned Senior Counsel, assisted by Smt. Ramola Nayanpally for the respondents and perused the pleadings and material on record.
9. In fact the Indian Oil Corporation has filed a very detailed counter affidavit justifying the stand adopted in terminating the distributorship on the ground that the appellants have not secured approval of the alteration in the partnership agreement from the Indian Oil Corporation and further that the marriage of the 2 nd appellant to whom the dealership was conferred was not divulged, which action of the appellants are against the conditions of notification inviting application, distributorship agreement and the guidelines issued by the company for reconstitution of LPG distributorship 2018.
10. It is true that as per clause 12 of the partnership deed any partner may be expelled from the partnership after giving him or her W.A. Nos.667 & 682 of 2022 -9- opportunity to explain the conduct of allegations against him etc. But fact remains, Ext. P2 partnership agreement is entered into by and between the partners and the terms and conditions of the deed of partnership cannot in any manner affect the power enjoyed by the Indian Oil Corporation in terms of the distributorship agreement, and the guidelines 2018 issued for the purpose of tackling situations arising under the distributionship agreement, formation of partnership and reconstitution of partnership etc.
11. It is an admitted fact that the dealership was offered to the 2nd appellant on account of the death of her father while in service, however the 2nd appellant has suppressed the marital status as if to appear that she is single; and thereby reaped the benefits of the offer made by the respondent Corporation in it's notification illegally.
12. Anyhow, though the distributorship was conferred in favour of the 2nd appellant, later she has formed a partnership and it was approved by the Indian Oil Corporation. It is also an admitted fact that Sri. Binu V. M., one of the partners as per Ext. P2 partnership agreement, was expelled by the firm, however the said aspect was not intimated to the company and has not secured its approval, which W.A. Nos.667 & 682 of 2022 -10- admittedly is an aspect to be brought to the notice of the company in terms of Ext. P3 distributorship agreement and the guidelines issued for the purpose.
13. When the company has noticed the violation of the terms and conditions of the offer made and the distributorship agreement and the guidelines, it has issued Ext. P10 detailed show cause notice dated 02.07.2021 also quoting the provisions guiding the issues, to the appellants and the expelled partner Sri. Binu V. M., and sought explanation by resorting to the imperative terms and conditions contained under clause 23(c)(ii) and (iv) and clause 28(b)(ii) of the distributorship agreement dated 04.04.2019 executed by and between the Corporation and the distributor.
14. Even though replies were filed by the 2nd and 3rd appellants namely the partners of the 1st appellant firm, the explanation was not acceptable to the company and it was accordingly that Ext. P15 termination order was issued by the company for violation of the terms and conditions of the distributionship agreement.
15. After considering the explanation offered in Ext. P15, the company has taken the following decision:-
W.A. Nos.667 & 682 of 2022 -11-"a) Expulsion of one of the Partners Shri. Binu VM without the prior approval of the Corporation:
Vide letter dated 25th Jan 2021, two partners Ms Nisha M and Lajin D informed us that they had expelled Shri Binu VM in line with the Clause No. 2 of the Partnership Deed effective 25.01.2021 as provided in section 33 of the Indian Partnership Act.
The two partners Ms Nisha M & Shri Lajin DL decided themselves to:
i) Partnership will continue with the surviving partners, vesting the share of 25% of the expelled partner with No.2 among them (Shri Lajin DL)
ii) Decided to initiate appropriate legal action for recovery of the amount due from Shri Binu VM as provided in the deed of partnership.
iii) Advising Indian Oil not to entertain any request from Shri Binu VM in respect of the firm M/s Mongam indane Services.
iv) The decision of expulsion has already been communicated to Shri Binu VM and it is complete.
You had also published Public Notice in local news paper "Suraj". The newspaper clipping states the expulsion of one of the partners Shri Binu VM from the distributorship M/s Mongam Indane Services. The clipping also states that due to serious financial irregularities the said partner is being excluded from the partnership deed effective 25.01.2021 as per the Partnership Act Section 33.
One of the grounds mentioned in the show cause notice was that the partnership was reconstituted without the permission of the W.A. Nos.667 & 682 of 2022 -12- corporation by expelling one of the partners. All three partners have submitted separate replies to the show-cause notice. Ms. Nisha and Mr. Lajin have sent identical replies except on one point. They in their reply have argued that Clause No. 23 (c) (iii) of the distributorship dated 04.04.2019 only prohibits substitution of partners and not retirement or expulsion of partners. This argument is unsustainable considering the plain language of Clause No.23(c)(iii). The clause reads "Except with the previous written consent of the Corporation, the Distributor (if it be a firm or a Co-operative society) shall not affect any change in the constitution whether in the identity of its partners or appointment of whole time Office bearers or Elected Members or in the terms of the Deed of Partnership or by byelaws as the case may be.
Further, both Ms. Nisha and Mr. Lajin have argued that expulsion of the partner from the partnership was done as per Clause No.12 of the Partnership deed dated 5th April 2019. But this argument is advanced disregarding the consequences of clause 17 of the Partnership deed. Clause No.17 of the Partnership Deed reads "That the parties to the partnership deed agree they shall not during the currency of the Distributorship Agreement with the Indian Oil Corporation Ltd either jointly or individually, change the constitution of the firm in any manner either by taking a new partner of by reducing or relinquishing their interest in the firm either fully or in part either directly or indirectly without the written consent and concurrence of Indian Oil Corporation Ltd" Even if it is assumed that a partner can be expelled under clause 12, such expulsion can be resorted only after obtaining written W.A. Nos.667 & 682 of 2022 -13- prior consent from the corporation. You have not obtained any such permission from the Corporation. Therefore your argument that the expulsion of a partner was in accordance with the partnership deed is not sustainable.
The above act of yours expelling one of the partners without the prior approval/consent of the Corporation is a violation of Clause 23 (c) (iii) & 28 (b) (ii) of the Distributorship Agreement dated 04.04.2019 executed between the Corporation and the Distributor.
These clauses are reproduced here for ready reference Clause No.23 (c) - Except with the previous written consent of the Corporation:-
iii) The Distributor (if it is a firm or a Co-operative society) shall not effect any change the constitution whether in the identity of its partners or appointment of whole-time Office bearers or Eected Members or in the terms of the Deed of Partnership or by bylaws as the case may be.
Clause No.28 (b): Notwithstanding anything to the contrary herein contained, the Corporation shall also be at liberty at its entire discretion to terminate this agreement forthwith upon or at any time after the happening of any of the following events, namely:-
(ii) the dissolution of the partnership of the distributor's firm or the death or adjudication as insolvent of any partner of the firm, if the Distributor is a firm.
Apart from the above breach of dealership agreement, the corporation had received a complaint from Sri Binu VM, one of the partners of M/s. Mongam Indane Services vide mail dated W.A. Nos.667 & 682 of 2022 -14- 12th March 2021. The complainant alleged various irregularities against the distributionship, investigation of the complaint was done by our Field Officer and the observation is brought out as follows:
b) Point No.(iii)-Submission of wrong Information in the application by Ms Nisha M M/s Mongam Indane Services was commissioned in the month of March 2019 under the Government Personal category in the application dated 29. 08 2011 for LPG Distributorship -which was under Government Personal category as well as in the Appendix (Notarized affidavit 22nd Aug 2011), Ms Nisha M-the original applicant - had stated her marital status as "Single" Also Ms Nisha M had submitted a notarized affidavit dated 8 th Nov 2012 in a stamp paper stating that the marriage has been registered on 08.11.2012, but there is no marriage date mentioned in the affidavit. This affidavit dated 8th Nov 2012 was submitted to our Office vide letter dated 9th Nov 2012 by Ms Nisha M herself.
However the marriage certificate obtained through the Government of Kerala official website clearly shows that Ms Nisha was married on 20.04.2008, ie., at the time of submission of application, Ms Nisha M was married. To this point, only Ms Nisha has responded. While Mr.Lajin has mentioned that it is a point to be explained by Ms.Nisha alone, Mr. Binu V M. has reiterated the allegation that Ms Nisha affirmed the affidavit that she is single even though she was married. Ms. Nisha argues that she was not married on 20.04.2008 as mentioned in the marriage certificate issued by W.A. Nos.667 & 682 of 2022 -15- Maloor Grama Panchayat. According to her, there was no ceremonial marriage that took place on 20.04 2008 and the Registrar of Hindu Marriages in Maloor Grama Panchayat registered the marriage without ascertaining whether the marriage was actually solemnised. Ms.Nisha even termed the marriage on 24.04.2008, "fictitious". This explanation regarding the date of the marriage is not a convincing one and hence not acceptable. Ms. Nisha's contention that the Registrar of Hindu Marriages, Maloor Gram Panchayat without question or probing into the actual solemnisation of marriage, registered the fictitious marriage on 24.04.2008 is unbelievable and unrealistic and hence not sustainable under the Law. In her reply, Ms. Nisha had confirmed that she and Shri. Sajin P approached the Registrar of Hindu marriage, Maloor Gram Panchayat and submitted an application on 24.04.2008 for registration of a marriage solemnised or 20.04.2008 She, having approached on her own to register of marriage, there is no reason to think that the marriage was not actually performed. It can be presumed that she registered the marriage being fully aware of the consequences of the same. In the reply Ms.Nisha has claimed that she had approached Family Court, Thalassery for a declaration as to the correct date of her marriage. Ms. Nisha came to have taken this step only after receiving the show-cause notice dated 02.07 2021. This step of approaching the family court can be considered only as an after thought.
Clause 28 (a) &(b) of the distributionship Agreement dated 04.04.2019 reads "Notwithstanding anything to the contrary herein contained, the Corporation shall also be at liberty at its W.A. Nos.667 & 682 of 2022 -16- entire discretion to terminate this Agreement forthwith upon or at any time after the happening of any of the following events, namely;
(a) If the distributor shall commit a delay, breach of default of any of the terms, conditions, covenants, and stipulations contained in the Agreement and shall fail to remedy such reach within four days of the receipt of a written notice from the Corporation in that regard.
(b) Upon:
(I) If any information given by the Distributor in his application for appointment as a distributor shall be found to be under or incorrect in any material particular".
Further, as a part of the application for LPG distributionship Ms. Nisha M had submitted the aforesaid notarized affidavit dated 22nd Aug 2011, and the relevant part of the affidavit relating to the documents submitted reads as under:
"That if any information / declaration given by me in my application or any documents submitted by me in support of application for the award of RGGLN or in this affidavit shall be found to be untrue or incorrect or false. Indian Oil Corporation would be within the rights to withdraw the letter of intent / terminate the distributionship and that I would have no claim, whatsoever, against the Corporation for withdrawal / termination".
Submission of wrong information by Ms. Nisha regarding her marital status in breach of clause 28 (b)(i) of the distributorship agreement dated 04.04.2019.
W.A. Nos.667 & 682 of 2022 -17-The above acts of yours also violate Clause No 28 (b) (o) the Distributorship Agreement dated 04.04.2019.; The clause reads:
Clause 28: Notwithstanding anything to the contrary herein contained, the Corporation shall also be at liberty at its entire discretion to terminate this Agreement forthwith upon or at any time after the happening of any of the following events, namely:
(b) upon:
(o) "If any distributor shall either by himself or by his servants or agent commit or suffer to be committed any act which in the opinion of State Office in charge of the Corporation for the time being at Cochin, whose decision in that behalf shall be finals, is prejudicial to the interest or good name of the Corporation or its products; the State Office in charge shall not be bound to give reasons for such decision".
For the foregoing reasons, I am of the view that the explanation to the show cause notice submitted individually by the partners is not satisfactory. The above mentioned act of yours expelling one of the partners without the prior written permission and concurrence from the Corporation and submitting false information at the time of submission of application amount to breach of the above-mentioned clauses of the Distributorship Agreement dated 04.04.2019 and the said affidavit dated 22.08.2011.
From the foregoing discussion, it is clear that you have violated Clause No 23 (c) (iii) & 28 (a) (b) (ii), 28 (b) (i), 28 (b) (o) of the said Distributorship Agreement dated 04.04.2019 executed between M/s Mongam Indane Services and Indian Oil W.A. Nos.667 & 682 of 2022 -18- Corporation Ltd. Consequently your distributorship agreement dated 04.04.2019 is terminated and you shall cease to be a distributor of the Corporation forthwith. You are called upon to settle the account with us and hand over all the properties of the Corporation to the Corporation immediately on receipt of this letter.
This letter of termination is issued without prejudice to any other rights or recourses available to the Corporation."
16. Therefore on a reading of the provisions of Ext. P3 distributorship agreement, it is categoric and clear that the company is vested with powers to terminate the distributorship agreement in the event of the happenings mentioned in clauses 23 and 28 of the agreement .
17. Therefore it is distinct and clear that under the admitted circumstances of expulsion of one partner namely Binu V. M., the appellant ought to have secured the approval of the company also in terms of the detailed guidelines for reconstitution of LPG distributorship 2018.
18. Even though the appellants have a case that the company has the liberty to regularize the reconstitution done without prior written approval of the OMC as per clause 4.5 of the detailed guidelines for W.A. Nos.667 & 682 of 2022 -19- reconstitution of LPG distributionship 2018, we are unable to agree with the same for the reason that in spite of Ext. P10 show cause notice issued by the company granting 30 days time, the appellants have not sought to regularize the reconstitution of the partnership consequent to the expulsion of a partner.
19. Even though learned counsel for the appellants Sri. R.
Surendran has a contention that clause 28 of Ext. P3 distributorship agreement would clearly establish that a notice is to be issued to remedy the breach within four days, we do not think the argument so advanced has any force for the basic reason that clause 28 deals with the termination of the agreement forthwith and on receipt of such a notice, the appellants had the opportunity to remedy the breach.
20. There is no case for the appellants that they have taken any steps to remedy the breach consequent to expulsion of the partner in terms of the distributionship agreement and the detailed guidelines 2018. Therefore we do not think that the appellants have made out any case for interference with the judgment of the learned Single Judge on that ground.
21. Moreover as on the date of the invitation of the application W.A. Nos.667 & 682 of 2022 -20- under the particular scheme for legal heirs who are single, the 2nd appellant was married which was suppressed; however the contention put forth by the 2nd appellant is that, that was not a properly constituted customary marriage, which is declared so by the Family Court, Thalassery in O. P. No. 571 of 2021 dated 07.02.2022.
22. Apparently the original petition was filed before the Family Court after Ext. P10 show cause notice dated 02.07.2021. Even though the Family Court has declared in Ext. P21 judgment that the ceremonial marriage between the 2nd appellant and her husband Sri. Sajin P. on 20.04.2008 is invalid, fact remains that there was a marriage subsisting as on the date of the invitation of the distributionship application. Therefore if the 2 nd appellant had declared in the application that she was not married, it is a material suppression of a fact against the requirement under the notification; and if the status was declared correctly the 2nd appellant was not entitled to the distributorship, which material aspect had come to the notice of the company at a later point of time.
23. In that view of the matter, we are of the considered opinion that it was taking note of the entire factual and legal circumstances W.A. Nos.667 & 682 of 2022 -21- and background, the learned Single Judge has declined the reliefs sought for in the writ petitions, and upheld the termination of the distributor ship, by the oil corporation.
Analyzing the fact situations and the law involved in the subject matter, we are of the undoubted opinion that the appellants have not made out any case for interference with the judgment of the learned Single Judge there being no jurisdictional error or other legal infirmities justifying us to do so.
Needless to say, appeals fail and accordingly, they are dismissed.
Sd/-
S. MANIKUMAR CHIEF JUSTICE Sd/-
SHAJI P. CHALY JUDGE Eb ///TRUE COPY/// P. A. TO JUDGE