Judgement Appeal (No. 154 of 1927) from a decree of the High Court in its Appellate Jurisdiction (March 29, 1927) affirming a decree of the Court in its Original Jurisdiction (August 26, 1926). The question upon the appeal was whether the appellant was liable upon a promissory note drawn in favour of the respondent by a partnership firm in which the appellant at the date of the note had ceased to be a partner, The promissory note was in discharge of one drawn before the dissolution. The respondent was found not to have had notice of the dissolution, though public notice by advertisement had been given. The facts appear from the judgment of the Judicial Committee. The Appellate Court, affirming Taleyarkhan J., held the appellant liable. The learned judges (Martin C.J. and Blackwell J.) were of opinion that the case being on the original side English law applied in the absence of Indian legislation, and that under that law old customers of a firm were not affected by a dissolution of which they had no notice. In their view s. 264 of the Indian Contract Act, 1872, which did not apply in terms, did not apply by inference. 1929. Feb. 11, 12. W. A. Greene K.C. and E. B. Raikes for the appellant. The Indian Contract Act, 1872, deals exhaustively with the subject of partnership Mohori v. Dhurmodas Ghose (( 1900) L. R. 30 I. A. 114, 125.); Ramdas Vithaldas v. S. Amerchand & Co. (( 1916) L. R. 431. A. 164,170.); Norendra Nath Sircar v. Kamalbasini Dasi. (( 1896) L. R. 23 I. A. 18, 26.) Sect. 264 draws no distinction between old customers and new customers, and by implication provides that public notice of a dissolution shall affect all persons dealing with the firm. It is conceded that under the law of England the appellant would have been liable. Chundee Chum Dutt v. Eduljee Cowasjee Bijnee (( 1882) I. L. R. 8 C. 678.) was wrongly decided. [Reference was made also to Ezekiel Moses v. Russa Engineering Works, Ld. (( 1913) I. L. R. 1 R. 47.); Jagat Chandra Bhattacharjee v. Gunny Hajee Ahmad. (( 1925) I. L. R. 53 C. 214.)] Upjohn K.C., De Gruyther K.C., Sir George Lowndes K.C. and Sir Cassie Holden for the respondent. [Reference was made also to Ezekiel Moses v. Russa Engineering Works, Ld. (( 1913) I. L. R. 1 R. 47.); Jagat Chandra Bhattacharjee v. Gunny Hajee Ahmad. (( 1925) I. L. R. 53 C. 214.)] Upjohn K.C., De Gruyther K.C., Sir George Lowndes K.C. and Sir Cassie Holden for the respondent. Even where a subject is dealt with in a separate chapter of the Contract Act, the Act is not exhaustive of the subject Irrawaddy Flotilla Co v. Bugwandas. (( 1891) L. R. 18 I. A. 121, 129.) The cases relied on for the appellant decided only that the Act is exhaustive in matters with which it expressly deals. The Act does not by s. 264 and 265 cover all questions arising in a dissolution. It is clear that in England old customers are entitled to specific notice of a dissolution In re Hodgson (( 1885) 31 Ch. D. 177, 184.); Scarf v. Jardine. (( 1882) 7 App. Cas. 345, 349.) That view had been adopted in India before the Act of 1872 Shewram v. Rohomutoollah. (( 1864) S. H. C. R. 94.) Had it been intended to provide otherwise in 1872 it would have been done in clear and express terms. The English rule is based upon holding out or estoppel by representation, which principle is enacted by s. 115 of the Act. In 1882 the High Court at Calcutta in Chundee Churn Dutt v. Eduljee Cowasjee Bijnee (I. L. R. 8 C. 678.) held that specific notice was required in the case of old customers and that decision has since been followed in India. That course of decisions should not now be interfered with, seeing that s. 264 does not expressly provide otherwise. Greene K.C. in reply referred to Pollock and Mullas Indian Contract Act, p. 803. Feb. 28. The judgment of their Lordships was delivered by VISCOUNT DUNEDIN. The facts in this case are not in dispute. The appellant Pillani was a partner of a firm of Husseinbhai Pillani Wadia & Co. On April 3, 1923, that firm along with Wadia Woollen Mills, Ld., granted in respect of a loan a promissory note for 2 lacs of rupees with interest at 7¾ per cent, in favour of the respondent Raja Bahadur Bansilal Motilal. On September 12, 1923, the firm dissolved partnership and the appellant retired. On April 3, 1923, that firm along with Wadia Woollen Mills, Ld., granted in respect of a loan a promissory note for 2 lacs of rupees with interest at 7¾ per cent, in favour of the respondent Raja Bahadur Bansilal Motilal. On September 12, 1923, the firm dissolved partnership and the appellant retired. The firm continued to do business under the same name and by the deed of dissolution a certain interest in the business was secured to the appellant though he was no longer a partner. On April 3, 1924, the old promissory note was cancelled and a new promissory note given by the company and the firm for the same sum of 2 lacs, interest on this note running at 8¼d. per cent. It is admitted that the retirement of the appellant from the firm was advertised in the " Bombay Gazette " and in four other newspapers, and it was found by the trial judge and has not since been questioned that no intimation was sent or conveyed in any way to the respondent. The sole question is whether the appellant is liable on the second promissory note. He has been so found by the judge of first instance and by the Court of Appeal. There can be no question that the plaintiff, being an old customer and no notice having been given to him of the dissolution of the partnership and the retirement of the appellant, the appellant is by English law liable. It would be otiose to quote , authority for this, and this was undoubtedly the law of India, at least prior to the Contract Act of 1872 Shewram v. Rohomutoollah. (( 1864) S. H. C. R. 94.) The defence of the appellant is based on the terms of s. 264 of the Indian Contract Act of 1872, which is as follows " Persons dealing with a firm will not be affected by a dissolution of which no public notice has been given unless they themselves had notice of such dissolution." The appellant argues that " persons " includes both old and new customers, and that though the section is expressed in a negative form there must be extracted therefrom the positive proposition that persons will be affected by a dissolution of which public notice has been given. Against that it is urged that the section is merely negative and must be strictly limited to what it says, which is the effect of the dissolution of the firm on the rights of persons dealing with it, but not on the liabilities of the firm to the persons so dealing. Their Lordships feel that if this were a new statute which was to be construed for the first time, there would be great force in the appellants argument. But the matter cannot be so approached. As long ago as 1882 the very question was raised before the High Court of Calcutta in the case of Chundee Churn Butt v. Eduljee Cowasjee Bijnee (I. L. R. 8 C. 678.), and Garth C.J. pronounced a judgment contrary to the contention of the appellant. He was chiefly swayed by the consideration that if it was intended to make such a far-reaching change on what had been the law of England introduced into the law of India, and which was still the law of England, the enactment would have been expressed in clear and positive words and not left to be gathered by inference from a negative proposition. That judgment has been followed in subsequent cases, and has ruled the law and contracts in India ever since. To the view of Garth C.J. their Lordships would add two further considerations. The law as laid down in England has been all along found a workable law in a country where there is far more commercial experience than in India, and it remained unaltered in England when the whole subject was reviewed in the Partnership Act of 1890. Also the Indian Contract Act is not a code. The preamble so states " Whereas it is expedient to define and amend certain parts of the law relating to contract " ; and Lord Macnaghten in the case of Irrawaddy Flotilla Co. v. Bugwandas (L. R. 18 I. A. 121, 129.) " The Act of 1872 does not profess to be a complete code dealing with the law relating to contracts. It purports to do no more than to define and amend certain parts of that law. No doubt it treats of bailments in a separate chapter. v. Bugwandas (L. R. 18 I. A. 121, 129.) " The Act of 1872 does not profess to be a complete code dealing with the law relating to contracts. It purports to do no more than to define and amend certain parts of that law. No doubt it treats of bailments in a separate chapter. But there is nothing to show that the Legislature intended to deal exhaustively with any particular chapter or subdivision of the law relating to contracts." And although the section does occur in a fasciculus of sections devoted to partnership, it is clear that the fasciculus is not exhaustive of all questions which can be raised in connection with partnership. Taking into account ail these considerations their Lordships do not think they would be justified, in view of the ambiguity of the expression used, to give effect to a view which would upset what has been considered by the commercial community as the law for such a long period. They will, therefore, humbly advise His Majesty to dismiss the appeal with costs.