JUDGMENT - Dr. B.P. SARAF, J.:---This is an appeal of the original defendants from the order of the learned Single Judge in Notice of Motion No. 3043 of 1994 in Suit No. 4911 of 1994 whereby the learned Judge allowed the prayer of the original plaintiffs (respondents herein) for appointment of a Court Receiver in respect of the immovable property i.e Strand Cinema and all its available FSI and other benefits and/or rights of construction/development in respect thereof. 2.The facts of the case briefly stated are as follows. A deed of partnership was entered into between the appellants (original defendants) and the respondents (original plaintiffs) on 20th March 1992. By the said partnership, the parties agreed to carry on business in partnership in the name and style of M/s. S.V. Corporation as developers of real estate and exhibitors and distributors of motion pictures on terms and conditions set out therein. Clause 3 of the said partnership deed provides that the business of the partnership shall be of development of the portion of the land on which the Strand Cinema house (which belongs to the appellants) had been constructed excluding the portion mentioned therein. Clause 5 of the partnership deed provided that the business of the partnership shall be deemed to have commenced as from the date of the deed of partnership. Clause 7 of the partnership deed contains the recital that the appellants have declared that the land on which Strand Cinema had been constructed was free from all encumbrances and claims save and except the Bank loan of Rs. 25 Lacs. Profits and losses of the partnership were to be divided equally between the appellants and respondent No. 1. Clause 12 of the partnership deed contains provisions regarding opening of Bank account and operation thereof. 3.On the very same day, a memorandum of understanding ("MOU") was executed between the parties to the above partnership deed whereby it was provided that notwithstanding what had been mentioned in the partnership deed dated 20th March 1992, the arrangement set out in the said "MOU" shall prevail. One of the clauses of the said MOU which is relevant for the present purpose is Clause 7. It reads as follows: "Urmi Developers Pvt. Ltd. (respondent No. 1 herein) and the partner in the partnership deed have agreed to pay a sum of Rs. One of the clauses of the said MOU which is relevant for the present purpose is Clause 7. It reads as follows: "Urmi Developers Pvt. Ltd. (respondent No. 1 herein) and the partner in the partnership deed have agreed to pay a sum of Rs. 1,25,00,000/- Rupees One crore Twenty Five lacs only) to Associated Bombay Cinema Pvt. Ltd. in monthly installments of Rs. 40,00,000/- each last of which should be of Rs. 45,00,000/- the first of such instalment shall commence from 1st June, 1992." Clause 8 of the said MOU is relevant for deciding the controversy in this case which reads as under:-- "It is agreed and understood between Associated Bombay Cinema Pvt. Ltd. and Urmi Developers Pvt. Ltd. that the said partnership dated 20th March 1992 has been entered upon with a specific understanding that unless all the above installments and payments are made by Urmi the said partnership will not commence nor will it come into existence even though in the partnership deed it has been provided that the partnership will commence from the date of execution of partnership deed." It was further provided in Clause 9 of the said MOU as under : "It is also further agreed and understood that Associated Bombay Cinemas Pvt. Ltd. will continue to manage the affairs of the Cinema as being done at present till the full payments are received from them and thereafter the day to day affairs of the partnership firm of S.V. Corporation will be looked after Shri Sharan R. Ramchandani of the partners of S.V. Corporation of 'Strand cinema premises'." 4.There is no dispute between the parties about the execution of the partnership deed on 20th March 1992 or about the execution of the MOU on the very same day. There is no dispute also about the legal position that both the documents executed on the very same day are to be read together to understand the real agreement between the parties to the contract. 5.The admitted factual position is that payments were not made by respondent No. 1 in terms of Clause 7 of the MOU. According to respondent No. 1, they paid a sum of Rs. 48 lacs to the appellants. 5.The admitted factual position is that payments were not made by respondent No. 1 in terms of Clause 7 of the MOU. According to respondent No. 1, they paid a sum of Rs. 48 lacs to the appellants. The contention of the appellants, however, is that this payment was received by them not by way of payment in terms of Clause 7 of the MOU but it was received by them from a sister concern of respondent No. 1. The contention of the appellants regarding the payment of Rs. 48 Lacs towards the amount due from the sister concern of respondent No. 1 and appropriation of the same by the appellants towards such dues is disputed by respondent No. 1. However, for our present purpose, it is not material. Even if, to be on the safer side, we proceed on the assumption that respondent No. 1 paid Rs. 48 lacs to the appellants in terms of Clause 7 of the MOU and failed to pay the balance amount payable by them, admittedly, the business of the firm did not come into existence. No activity was carried on as contemplated in the partnership deed by any of the partners, nor any Bank account was opened, nor any transaction took place in the name of the firm. However, in the year 1994, the respondents filed a suit in this Court for dissolution of the partnership and for accounts. In the said suit, a notice of motion was taken out wherein the following prayers were made : (a) Pending the hearing and final disposal of the suit, the Court Receiver, High Court, Bombay or any other appropriate and fit person be appointed Receiver of the said immovable property, viz. Strand Cinema as more particularly described in Ex. In the said suit, a notice of motion was taken out wherein the following prayers were made : (a) Pending the hearing and final disposal of the suit, the Court Receiver, High Court, Bombay or any other appropriate and fit person be appointed Receiver of the said immovable property, viz. Strand Cinema as more particularly described in Ex. A to the plaint and all the available FSI and other benefits and/or the rights of construction/development in respect thereof as also of all account books, vouchers, records, documents, in respect of and pertaining to the said property with all powers under Order XL, Rule 1 of the Code of Civil Procedure, 1908 including the power to take possession of the said property and allow the plaintiffs to develop the same on such terms as this Hon'ble Court deems fit and proper; (b) That pending the hearing and final disposal of the suit, the defendant No. 2 by themselves, their servants and agents be restrained by an order and injunction of this Hon'ble Court from in any way dealing with, disposing of, parting with possession or encumbering or creating third party interest in respect of the said property or any part thereof or doing any act prejudicial to the right, title, claims and interest of the plaintiffs with regard to the said property as more particularly described in Exhibit 'A' to the plaint any part thereof in any manner whatsoever; (c) that pending the hearing and final disposal of the suit, the defendant No. 2 be ordered and directed to forthwith make all disclosures with regard to the said property and the Commissioner be appointed so as to ascertain the position of the said property as it is existing as of date. The learned Single Judge allowed prayer (a) of respondent No. 4 and made the notice of motion absolute accordingly. The learned Single Judge also passed the following further order : "(b)" Court Receiver appointed as Receiver of the immovable property namely Strand Cinema and all its available FSI and other benefits with power to take possession of the property and allow either the plaintiffs and/or defendant No. 2 to offer their respective bids for developing the property. Highest bidder be appointed as agent of the Court Receiver on such terms and conditions as the Court Receiver may deem fit. Highest bidder be appointed as agent of the Court Receiver on such terms and conditions as the Court Receiver may deem fit. Till Receiver takes charge, injunction in terms of prayer (b)." Aggrieved by the above order, the appellants are in appeal before this Court. 6.We have heard Mr. I.M. Chagla, learned Counsel for the appellants as also Mr. S.H. Doctor, learned Counsel for the respondent No. 1. The contention of Mr. Chagla is that the suit of the respondent No. 1 is not for specific performance of an agreement for sale of property, but for dissolution of the alleged partnership in which they claim to have 50% share in the Strand Cinema property ("the Strand property") in respect of which the Court Receiver has been appointed. Mr. Chagla submits that in order to get an interim order, it is for the plaintiff (respondent No. 1 herein) to prove that the alleged partnership came into existence and that the Strand property of which the appellants herein are admittedly the owners became the property of the alleged partnership. Further submission of Mr. Chagla is that the partnership never came into existence which is evident from the facts of the case and the relevant clauses of the partnership deed and the MOU and hence, not to speak of any interlocutary relief, the suit itself is not maintainable. It is urged by Mr. Chagla, the learned Counsel for the appellants, that the business of the partnership was to develop the property on which the Strand Cinema was situated. The partnership deed nowhere says that the Strand property, which belonged to the appellants, was converted by the appellants into a partnership asset. On the other hand, the partnership itself was to come into existence on fulfillment of the conditions set out in the MOU entered into between the parties to the partnership deed. Our attention was drawn by Mr. Chagla to the express provisions in the MOU that unless the payment of Rs. 1,25,00,000/- mentioned in Clause 7 of the MOU was made by the respondent No. 1 in three installments as set out therein, the partnership will not commence nor will it come into existence. Our attention was also drawn to the fact that in Ex. 'B' to the plaint Clause 7 of the MOU was tampered with by the respondents and the sum of Rs. 1.25 Crores was changed to Rs. Our attention was also drawn to the fact that in Ex. 'B' to the plaint Clause 7 of the MOU was tampered with by the respondents and the sum of Rs. 1.25 Crores was changed to Rs. 85 Lacs. It was also pointed out that even the registration of the partnership was in breach of the requirements of section 58 of the Indian Partnership Act as amended in its application in the State of Maharashtra. According to the appellants, the partnership having never come into existence and the property in question having never become the partnership property, the question of claiming any right in the said property by respondent No. 1 does not arise. It is, therefore, submitted that in the facts and circumstances of the case and the clear provisions contained in the MOU, which is an integral part of the partnership deed, and the admitted position that the amounts contemplated to be paid by respondent No. 1 in terms of Clause 7 of the MOU which was condition precedent for coming into existence of the partnership firm, was not complied with, no partnership came into existence for the dissolution of which respondent No. 1 could file a suit. Otherwise also, according to Mr. Chagla, the conduct of the respondent No. 1 itself is such which disentitles them to any equitable relief by way of appointment of Court Receiver or of interim injunction. 7.Mr. Doctor, learned Counsel for the respondent No. 1, on the other hand, submits that the partnership between the appellants and the respondent No. 1 came into existence on the execution of the deed of partnership itself by virtue of the deed of partnership dated 20th March, 1992. It was pointed out to us that the said deed has already been registered with the Registrar of firms on 7th July, 1992 which, according to the learned Counsel for the respondent No. 1, is conclusive evidence of the coming into existence of the partnership by the deed of the partnership dated 20th March, 1992. The further contention of Mr. Doctor is that by the said deed of partnership, the Strand property of the appellants was brought into the hotch potch of the partnership firm and it became the property of the said firm of which respondent No. 1 was a partner. The further contention of Mr. Doctor is that by the said deed of partnership, the Strand property of the appellants was brought into the hotch potch of the partnership firm and it became the property of the said firm of which respondent No. 1 was a partner. It was further contended that the capital required for the development of the said property was to be brought in by respondent No. 1 alone and collateral writing and the MOU was executed between the parties for providing payment of Rs. 1.25 Crores being 50% of the value of the suit property. 8.The further contention of respondent No. 1 is that though Clause 8 of the MOU provides that unless payments are made in terms of Clause 7 thereof the partnership would not commence or come into existence, the said clause was given ago-by by the appellants by their conduct or actions. The conduct of the appellants relied upon by the respondent No. 1 in this connection is their signing of the application in Forms "A" for registration of the firm with the Registrar of firms despite non-payment of the amount by respondent No. 1 in terms of the MOU and the signing of the form by the appellants as partners of the firm giving intimation to the Bombay Municipal Corporation of change of architect appointed for the purposes of submitting proposals for development of the suit property. The contention of respondent No. 1 is that the time for making payment of Rs. 1.25 Crores, as set out in Clause 7 of the MOU, was never the essence of the contract and in any event, it was given a go-by by the appellants by accepting the part-payment after the expiry of the time limit contained therein. Counsel for the respondent No. 1, therefore, submits that in the facts and circumstances of the case, the partnership did come into existence and the property in question which belonged to the appellants became the property of the said firm. Counsel for the respondent No. 1, therefore, submits that in the facts and circumstances of the case, the partnership did come into existence and the property in question which belonged to the appellants became the property of the said firm. 9.On consideration of rival submissions of the Counsel for the parties, two questions arise for consideration : (i) whether the partnership envisaged in the deed of partnership dated 20th March, 1992 did come into existence in view of the MOU executed by the parties on the very same day; and if the answer to the first question is in the affirmative, (ii) whether the property in question which admittedly belongs to the appellants became the property of the firm which might enable the respondent No. 2 to claim a right in the same and seek appointment of Receiver and/or injunction in respect thereof. 10.The law is well-settled that where several deed or documents form part of one transaction and are contemporaneously executed, all such deeds or documents are to be read and interpreted together and they have the same legal effect as if they were one document. Equally well-settled is the principle that when one document refers to another, the two may be read together so as to constitute a complete memorandum. This legal position has been aptly summed up in Halsbury's Laws of England (Fourth Edition) Volume 12, para 1470, thus : "Several instruments. When a single transaction is carried into effect by several instruments, they are treated as one instrument, and, in pursuance of the rule set out in the preceding paragraph, they must all be read together for the purpose of ascertaining the intention of the parties; this is so whether the instruments are actually contemporaneous, that is all executed at the same time, or are executed within so short as interval that the Court comes to the conclusion that they are in fact represent a single transaction." 11.To the same effect is the decision of the Supreme Court in (S. Chattanatha Kerayalar v. Central Bank of India Ltd.)1, reported in (1965) 35 Company Cases 610, where it has been held that if a transaction is contained in more than one document between the same parties they must be read and interpreted together and they have the same legal effect for all purposes as if they are one document. We have perused the said decision. We have perused the said decision. The appellant in this case was one of the three executants including a company of a promissory note for Rs. 4 lakhs issued for obtaining financial accommodation for the company, the executants holding themselves liable thereon jointly and severally. This note was sent to the respondent Bank along with a letter, styled letter of continuity, of the same date stating that the promissory note was given to the Bank as security for repayment of the ultimate balance or sum remaining unpaid on the overdraft. This letter was also signed by the appellant. On the same day, the company as "borrower" executed in favour of the Bank a deed of hypothecation of its stock of goods for securing a demand cash credit. On the basis of these three documents, the Bank opened an overdraft account in the name of the Company. In a suit brought by the Bank for recovery of the amount due on the overdraft account, the Supreme Court held that there was one integrated transaction constituted by the three documents and legal effect was to confer on the appellant the status of a surety and not of a co-obligant. 12.It may also be expedient in this connection to refer to the decision of this Court in (Chhotalal Devchand v. CIT.)2, (1958) 34 I.T.R. 351. In that case, dealing with the question as to what constituted an instrument of partnership, it was observed by Chagla, C.J., as under (at p. 361) : "You may have only one instrument of partnership, in which case all the terms must be found in that instrument. But you may have more than one instrument, and if all the terms of the partnership and the shares of the partners can be gathered from various documents then there is no reason why the Department should refuse to look at any other document than the partnership deed." 13.To the same effect are the decisions of some of the other High Courts. Though we don't propose to refer to or discuss all such decisions, we deem it expedient to refer to some of them. We may first refer to the decision of the Madras High Court in (V.M. Periosami Chettiar and Co. v. CIT.)3, (1964) 52 I.T.R. 134. Though we don't propose to refer to or discuss all such decisions, we deem it expedient to refer to some of them. We may first refer to the decision of the Madras High Court in (V.M. Periosami Chettiar and Co. v. CIT.)3, (1964) 52 I.T.R. 134. In that case, it was observed (at p. 138) : ".....in a particular case where the partners of a firm execute several agreements between them for the conduct of the business of the firm all the documents might be treated as a composite integral whole despite the fact that the agreements themselves are actually engrossed in different documents or instruments." 14.The Allahabad High Court also took the same view in (CIT v. Wholesale District Cloth Importers Association)4, (1973) Tax L.R. 667 and held as follows : "The instrument of partnership may be a single document or may be spelt out of several documents ------ which will together form an instrument of partnership." 15.The Calcutta High Court in (CIT v. East India Lamp and Components)5, (1981) 129 I.T.R. 426 also took the same view when it said (at p. 438) : "Thus, in our opinion, 'instrument' does not mean only a regular partnership deed but it may constitute any other formal transfer. If the terms of a partnership are contained in a number of documents or in the correspondence between the parties, the documents or letters would constitute the 'instrument of partnership'." 16.The Gauhati High Court in (CIT v. Rajmohan Saba)6, (1991) 190 I.T.R. 236, referred all these decisions with approval and sumed the legal position thus : "A partnership may be evidenced by one document or several documents. In the case of several documents, all such documents together shall constitute the instrument of partnership. The number of documents is not determinative." 17.So far as the facts of this case are concerned, they are clear and undisputed. The partnership deed was executed on 20th March, 1992. The MOU was also executed on the very same day. The partnership deed sets out the objects of the partnership. One of the objects thereof is to develop the property belonging to the appellants. It is stated in Clause 5 of the partnership deed that the business of the partnership should be deemed to have commenced as from the date of the said partnership. The partnership deed sets out the objects of the partnership. One of the objects thereof is to develop the property belonging to the appellants. It is stated in Clause 5 of the partnership deed that the business of the partnership should be deemed to have commenced as from the date of the said partnership. It is also clear from the MOU that the partnership deed stood modified to the extent indicated therein. The MOU was intended to convert the individual property of the appellants into the partnership property. The consideration for such conversion as set out in Clause 7 of the MOU was Rs. 1.25 Crores. The said amount of Rs. 1.25 Crores was to be paid by respondent No. 1 to the appellants as a consideration for converting the individual property of the appellants into a partnership property. Payment of this amount was to be made in the manner and on the dates as set out therein. By Clause 8 of the said MOU the parties clearly provided that the partnership would not commence nor will it come into existence till all the installments set out in Clause 7 were paid. Admittedly, the payments stipulated by Clause 7 were not made by the respondent No. 1. Consequently, the partnership did not come into existence and as a result, nothing further can be done on the basis of the deed of partnership. 18.We may now consider the controversy between the parties in this case in the light of the undisputed and controverted facts set out above. The two most important and material documents which are the foundation of the case are the deed of partnership and the Memorandum of Understanding both executed on the very same day i.e. 20 March, 1992. Fortunately, there is no controversy between the parties either about the contents or the execution of the documents. On a careful consideration of the facts of the case and the above two documents, we are of the clear opinion that because of the non-payment of the stipulated amount of Rs. 1.25 Crores by the respondent No. 1, neither the partnership came into existence, nor the Strand property of the appellants, which was intended to be converted into partnership property, ever became the partnership property. The said property remained and continues to remain the individual property of the appellants. 1.25 Crores by the respondent No. 1, neither the partnership came into existence, nor the Strand property of the appellants, which was intended to be converted into partnership property, ever became the partnership property. The said property remained and continues to remain the individual property of the appellants. In such a situation, it is difficult on our part to sustain the impugned order of the learned Single Judge by which Receiver has been appointed in respect of the said property and all its available FSI and other benefits. 19.In arriving at the above conclusion, we have also given our careful consideration to the submission of the learned Counsel for the respondent No. 1 that the partnership deed came into existence in view of the recital contained therein that it would come into existence on the execution of the same. We have rejected the above submission as, in our opinion, in view of the recitals in Clause 8 of the MOU which, admittedly, was executed between the parties on the very same day, such a submission is totally devoid of any merit. It may be pertinent to recall at this stage that in Clause 8 of the MOU, it is clearly stated by the parties that the deed of partnership had been executed by them with a specific understanding that unless all the installments and payments mentioned in Clause 7 of the MOU were made by the respondent No. 1, Urmi Developers, the said partnership would not commence nor will it come into existence even though in the partnership deed it has been provided that the partnership deed would commence from the date of execution of the partnership. 20.In view of the above conclusion of ours, the question of individual property of the appellants becoming the partnership property cannot arise. Otherwise also, it is well-settled that in order to hold that an individual property of the partner is converted into the property of the firm, there must be specific agreement between the parties in the dead of partnership or any other document to that effect and in the absence of any such provision, by implication no property of an individual partner can be regarded as the property of the partnership even if the partnership firm is allowed to use the property in the manner set out in the deed of partnership. The title of the partner in such property cannot get vested in the partnership comprising of such partner and other partners by implication. 21.For the reasons given above, we are of the opinion that the learned Single Judge was not justified in appointing Receiver in respect of the property in question which at no point of time became the partnership property. We are also of the clear opinion that the partnership itself never came into existence and in that view of the matter, in a suit filed for dissolution of the said partnership and for rendering of accounts, no Receiver can be appointed in respect of the property of a partner. 22.Accordingly, this appeal is allowed and the impugned order of the learned Single Judge is set aside. In the facts and circumstance of the case, we make no order as to costs. 23.Learned Counsel for respondent No. 1 prays for continuation of the interim order passed on 3rd July, 1995 by this Court at the time of admission of the appeal for a period of 8 weeks from today. Prayer allowed. Appeal allowed. *****