Prima Facie Attempt To Mislead, If Not Deceive: Calcutta HC Restrains Somabrata Mandal From Claiming Any Association With Law Firm 'Fox & Mandal'

The Calcutta High Court on Tuesday restrained Somabrata Mandal (respondent no.1), son of late former senior partner of law firm Fox & Mandal (Dinabandhu Mandal), from using the firm's trademark or representing to have any connection or relation with the services rendered by the firm.

The High Court said the goodwill and trademarks of Fox & Mandal (petitioner no.1) are clearly partnership property and do not belong to any partner individually. 

Fox & Mandal (petitioner) was incorporated in the year 1896 whereas Fox Mandal (respondent no. 2) was registered in the year 1984. The primary bone of contention in the instant case arose when Somabrata and his firm Fox Mandal allegedly misrepresented to have been "incorporated in the year 1896". Petitioners alleged that respondents falsely claimed to be one of India's oldest and largest law firm and that it is associated with the petitioner firm.

While granting a temporary injunction in favour of 125 years old Fox & Mandal, a Single Judge Bench of Justice Ravi Krishan Kapur said there is a direct attempt by Somabrata "to mislead, if not deceive". It observed,

"The acts complained of suggest that there exist a connection between the petitioner no.1 and the respondent nos. 1 and 2. Misrepresentation lies in the heart of a passing off action. In describing that the respondent nos. 1 or 2 have been carrying on business since 1896 there is undoubtedly scope of confusion if not deception. Prima facie, there appears to be an attempt by the respondent nos. 1 and 2 to trade on the goodwill and reputation of the petitioner no. 1."

Respondents contended that they have been claiming the right to be associated with the petitioner-firm ever since their establishment and no objection was raised by the petitioners until now. Moreover, it was argued that as the firm "Fox & Mandal" is a family firm controlled entirely by Somabrata's father (now deceased) and his family, any restraint on the usage of the phrase "since 1896" is unwarranted and unjustified.

The High Court perused Clause 17 of the Reconstituted Partnership Deed as per which Somabrata Mandal was only entitled to a monetary claim in respect of goodwill of the petitioner-firm. It also referred to Section 55 of the Indian Partnership Act, 1932 as per which goodwill of a firm can be sold and former partners can be restrained using the goodwill.

Accordingly, it observed,

"Prima facie, the consequence of Clause 17 read alongwith Section 55 of the Act is that, the respondent no.1 as heir or legal representative 7 of the Late Dinabandhu Mandal is only entitled to a monetary claim in the profits and the goodwill of the petitioner no.1 and not to any right over the use of the name of the petitioner no.1 or be permitted to represent to the public of having an association or connection with the services being rendered by the petitioner no.1. The right to use the name of the petitioner no.1 or to claim to have any association with the same cannot accrue as a vested right on the respondent no.1 during the interregnum when the accounts of the deceased partner or his estate remain unsettled. In fact, any such right would mean giving the respondent no. 1 an entitlement which does not exist in this case."

The bench said it is true that the goodwill of a firm cannot be ignored upon the death of a partner. However, in view of Clause 17 of the partnership deed, the entitlement of respondent no.1 is only a monetary consideration. 

Accordingly, interim relief was granted to the petitioner.

Case: Fox & Mandal & Ors. v. Somabrata Mandal & Ors., CS 269 of 2022