Authority: Calcutta High Court (High Court at Calcutta)

Order Date: 11 September 2026

Case Overview

  • Parties: Petitioner Shreya Banerjee vs. Opposite Party (OP) represented by Mr. Ajesh Khem; the matter arose from C Case No. 75 of 2025 pending before the Judicial Magistrate, 2nd Court, Alipore.
  • Background: The partnership firm M/S Steakalicous Restauranteur entered into a lease and utility agreement on 9 March 2018 for 2,200 sq ft plus 1,500 sq ft rooftop at 192 A, Sarat Bose Road. Payments were made under the agreements up to April 2024. From May to August 2024, Rs 16,93,000 (including GST) remained unpaid. The firm issued three cheques (dated 1‑09‑2024, 09‑09‑2024, 15‑09‑2024) for the outstanding amount; all were returned dishonoured for insufficient funds on 23‑10‑2024.
  • Petitioner’s Position: Shreya Banerjee contended she was a sleeping partner, retired by deed of retirement dated 27 March 2023 (effective 3 April 2023), did not sign or issue the cheques, and had no knowledge of the post‑retirement transactions. She argued that Section 138 of the Negotiable Instruments Act requires a cheque issued for a legally enforceable debt and that vicarious liability under Section 141 requires specific averment of control, which the complaint lacked. She cited Siby Thomas Vs. Somani Ceramics Ltd. (2024 1 SCC 348).
  • Opposite Party’s Position: OP argued that under Sections 25 and 26 of the Indian Partnership Act 1932, every partner is jointly and severally liable for acts of the firm, irrespective of retirement, unless a public notice under Section 32(3) is given. Cited Dhana Singh Prabhu Vs. Chandra Sekhar (2025 10 SCC 96) and Syndicate Bank Vs. R.S.R. Engineering Works (2003 6 SCC 265) to support continued liability.
  • Legal Provisions Discussed: Section 138 NI Act, Section 141 NI Act (vicarious liability), Sections 25, 26, 32(1‑4) of the Indian Partnership Act 1932, and Section 3(42) of the General Clauses Act (definition of “person”).
  • Court’s Observations:

1. The partnership agreement and lease were valid; the retirement deed was executed, but no public notice under Section 32(3) was produced.

2. The complaint admitted that the outstanding Rs 16,93,000 pertained to occupancy charges from May‑August 2024, i.e., after the petitioner’s retirement.

3. No specific averment in the complaint linked the petitioner to the issuance of the cheques or showed she was in charge of the firm at the time of the offence, a requirement under Section 141.

4. Vicarious liability under Section 141 must be strictly construed; a mere statement that the petitioner was a partner is insufficient.

5. Absence of a public notice of retirement means the petitioner could still be liable to third parties, but liability cannot be inferred without explicit pleading.

6. Continuing the proceeding would constitute abuse of process, being vexatious and without legal basis.

Final Outcome

  • The Court allowed CRR 782 of 2026, quashing the criminal proceeding (C Case No. 75 of 2025) against Shreya Banerjee. The petition was dismissed, and the order directs that certified copies of the judgment be provided to the parties upon compliance with formalities.

Topics: Criminal Liability, Partnership Law