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Adarsh Malhotra (Director)     27 March 2012

Selling of firms property to partners

An individual had purchased a plot and obtained POA in his favour. Lateron he had pooled the said plot in a firm as his capital. Firm is engaged in the business of constructing & developing residential & commercial spaces. Firm had constructed a building over the said plot. This construction and cost of plot is mentioned as Stock in trade of the firm. As per conditions of Partnership deed, any one partner can sign & execute Sale deed, agreements etc in regard to property of firm to any one. Few partners of the firm mischeviously forrmed another firm and agreed to sell the said Stock in trade( consisting said plot & construction thereon) to their newly formed firm. The partners of newly formed firm are partners in old firm also. They had executed an agreement between old firm & new firm for the sale of said stock in trade property. On behalf of old firm only three partners out of eleven had signed the agreement. It is to mention here that these three are partners in new firm also. No registration of Sale deed or agreement has been done. Now, remaining partners of old firm came to know of this agreement, pl inform how that deed can be cancelled & if any criminal proceedings can be launched against those three partners.



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 1 Replies

Adv.R.P.Chugh (Advocate/Legal Consultant (rpchughadvocatesupremecourt@hotmail.com))     27 March 2012

Dear Mr.Malhotra,

A lot depends on the actual powers and responsibilties of the partners as agreed to in the parternship deed, hence a thread bare perusal of the same is of profound importance in this matter. However civil remedies of rendition of accounts and stay/injunction on future diversion of property for personal profits can be obtained. As regards criminal responsibility - because every partner has an undefined ownership over the partnership property - Criminal Breach of Trust cannot be made against them.

PS : This advise is provisional any legal professional would like to see the deed first. 


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