V. Anantha Raju & Anr. vs T.M. Narasimhan & Ors.

Evidence Act, 1872 – ss. 91 and 92 – Discussed and explained. Partly allowing the appeal, the Court

HELD: 1. This Court has held in Roop Kumar v. Mohan Thedani that the integration of the act consists in embodying it in a single utterance or memorial — commonly, a written one. This process of integration may be required by law, or it may be adopted voluntarily by the actor or actors and in the latter case, either wholly or partially. It has been held that the question that is required to be considered is whether the particular document was intended by the parties to cover certain subjects of transaction between them to deprive of legal effect of all other utterances. It has been further held that the practical consequence of integration is that its scattered parts, in their former and inchoate shape, have no longer any jural effect and they are replaced by a single embodiment of the act. It has been held that when a jural act is embodied in a single memorial, all other utterances of the parties on the topic are legally immaterial for the purpose of determining what are the terms of their act. It has been held that when persons express their agreements in writing, it is for the express purpose of getting rid of any indefiniteness and to put their ideas in such shape that there can be no misunderstanding, which so often occurs when reliance is placed upon oral statements. It has been observed that the written contracts presume deliberation on the part of the contracting parties and it is natural that they should be treated with careful consideration by the courts and with a disinclination to disturb the conditions of matters as embodied in them by the act of the parties. It has been held that the written instruments are entitled to a much higher degree of credit than parol evidence. [Para 22][882-D-H]

2. This Court has further held that Sections 91 and 92 of the Evidence Act would apply only when the document on the face of it contains or appears to contain all the terms of the contract. It has been held that after the document has been produced to prove its terms under Section 91, the provisions of Section 92 come into operation for the purpose of excluding evidence of any oral agreement or statement for the purpose of contradicting, varying, adding or subtracting from its terms. It has been held that it would be inconvenient that matters in writing made by advice and on consideration, and which finally import the certain truth of the agreement of parties should be controlled by averment of the parties to be proved by the uncertain testimony of slippery memory. It has been held that when parties deliberately put their agreement into writing, it is conclusively presumed, between themselves and their privies, that they intended the writing to form a full and final statement of their intentions, and one which should be placed beyond the reach of future controversy, bad faith and treacherous memory. [Para 23][883-A-D]

3. It could thus be seen that once the plaintiffs/appellants had specifically contended that the terms of the 1992 Deed were amended/modified by the 1995 Deed, and the defendants/respondents admitted about the execution of the said document, i.e., the 1995 Deed, if it was the case of the defendants that the terms mentioned in the 1995 Deed were inadvertent or a mistake in fact, then the burden to prove the same shifted upon the defendants. In view of Section 92 of the Evidence Act, any evidence with regard to oral agreement for the purpose of contradicting, varying, adding to, or subtracting from the terms of the written contract, would be excluded unless the case falls within any of the provisos provided in Section 92. The defendants have attempted to bring their case within the first proviso to Section 92 of the Evidence Act, by contending that mentioning of 25% share to each of the plaintiffs in the profits and losses of the partnership firm was a mistake in fact. [Para 25][883-F-G; 884-A]

4. Comparison of these two clauses 13 and 22 would reveal that in the 1992 Deed, though the share of the defendant Nos. 1 to 5 in the profits and losses of the partnership firm was specified as 10%, the share of plaintiff No.1 was specified as 50%. However, it is specifically mentioned in the 1992 Deed, that in the event, the plaintiff No.1 fails to bring in an amount of Rs.50,00,000/- (Rupees Fifty lakh) as his capital contribution to the partnership firm on or before 31.3.1993, the share in the profits and losses of the partnership firm of defendant Nos. 1 to 4 would be 20% each and that of the plaintiff No.1 and the defendant No.5 would be 10% each. [Para 35][888-A-C]

5. In the amended deed, i.e., the 1995 Deed, there is no mention regarding such contingency upon the plaintiff No.1 depositing or not depositing an amount of Rs.50,00,000/- (Rupees Fifty lakh). [Para 36][888-C]

6. What has happened between 1992 and 1995 is

exclusively within the knowledge of the parties. Though the plaintiffs have averred that an amount of Rs.50,00,000/ (Rupees Fifty lakh) was invested by the plaintiff No.1 in the intervening period, the same is denied by the defendants. However, in view of Section 91 of the Evidence Act, the evidentiary value of the 1995 Deed would stand on a much higher pedestal, as against the oral testimony of the parties. The 1995 Deed clearly shows that it is executed after due deliberations, negotiations and mutual consensus on the terms and conditions to be incorporated therein. By the 1995 Deed, 6 new partners have been admitted to the partnership firm, whereas 5 minors have been admitted to the benefit of the partnership firm. The contention of the defendants, that the share of the plaintiff Nos. 1 and 2 in the profits and losses of the partnership firm, mentioned as 25% each, is by mistake and, in fact, is only 5% each, does not sound logical and reasoned. If it was by mistake or inadvertence, nothing precluded the defendants from rectifying the same between 1995 and 2004. [Para 37][888-D-F]

7. In this factual background, this Court of the considered view that the trial court as well as the High Court have erred in holding that the plaintiffs together were entitled to only 10% share in the profits and losses of the partnership firm till 18.6.2004. The judgment and decree passed by the trial court, as affirmed by the High Court, holding that the plaintiffs together have 10% share in the profits and losses of the partnership firm is modified. It is declared and decreed that the plaintiffs together are entitled to 50% share in the profits and losses of the partnership firm till 18.6.2004. [Paras 39 and 43][889-E-F; 890-B-C]

Roop Kumar v. Mohan Thedani (2003) 6 SCC 595 :

[2003] 3 SCR 292 – relied on.

Gangabai w/o Rambilas Gilda (Smt.) v. Chhabubai w/o Pukharajji Gandhi (Smt.) (1982) 1 SCC 4 : [1982] 1 SCR 1176; Ishwar Dass Jain (Dead) Through Lrs. v. Sohan Lal (Dead) by Lrs. (2000) 1 SCC 434 : [1999] 5 Suppl. SCR 24 – referred to.

Case Law Referecne

relied on

Para 21

referred to

Para 24

[1999] 5 Suppl. SCR 24

referred to

Para 24